Common use of Permitted Pari Passu Secured Indebtedness Clause in Contracts

Permitted Pari Passu Secured Indebtedness. On or after the Exchange Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Guarantee with respect to such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured Indebtedness, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, (i) the Company or such Subsidiary Guarantor was permitted to Incur such Indebtedness under Section 4.06, (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) become party to the Intercreditor Agreement, (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor than the provisions of this Indenture and the Security Documents; (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Security Trustee an Opinion of Counsel and an Officers’ Certificate, each with respect to corporate and collateral matters in connection with the Security Documents, stating that either (A) all necessary actions have been taken with respect to the recording, registering and filing of the Security Documents, or (B) no such action is necessary to make such Lien effective and (v) the Lien securing such Indebtedness shall be a Permitted Lien incurred pursuant to clause (12) of the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance of any Future Permitted Pari Passu Secured Indebtedness to redeem New HY Notes (including PIK Notes) and the Mandatorily Exchangeable Bonds (or the Exchange Convertible Bonds which are issued pursuant to the terms of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded Pari Passu Indebtedness in the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. By accepting the Notes each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement and instructed and authorized the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in this Indenture.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Shared Security Trustee Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (Ax) all necessary actions have been taken with respect to the recording, registering and filing of the Security Documents, Documents or (By) no such action is necessary to make such Lien effective and (v) the Lien securing such Indebtedness shall effective. The Trustee and the Shared Security Agent will be a Permitted Lien incurred pursuant to clause (12) of permitted and authorized, without the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance consent of any Future Holder, to enter into any Security Documents and any Intercreditor Agreement or any amendment thereto or to this Indenture and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any collateral agent or security agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) The Company, the Subsidiary Guarantor Pledgor, Citicorp International Limited, as the trustee (the “May 2018 Notes Trustee”) with respect to the May 2018 Notes, TPG Asia VI SF Pte. Ltd. as holder of the Convertible Note, and the Shared Security Agent, have entered into an intercreditor agreement dated September 19, 2013 (to which Citigroup International Limited, as the trustee (the “June 2019 Notes Trustee”) with respect to the June 2019 Notes, acceded on December 6, 2013, to which Citigroup International Limited, as the trustee (the “August 2019 Notes Trustee”) with respect to the August 2019 Notes, acceded on August 30, 2016 and to which Citigroup International Limited, as the trustee (the “February 2021 Notes Trustee”) with respect to the February 2021 Notes, acceded on February 28, 2017) (such intercreditor agreement, as so supplemented and amended from time to time, the “Intercreditor Agreement”), to which the Trustee for the benefit of the holders of the Notes will accede on the Original Issue Date. The Convertible Note has been fully repaid in November 2014, the May 2018 Notes have been fully redeemed in October 2016 and the June 2019 Notes have been fully redeemed in July 2017. Pursuant to the Intercreditor Agreement, the August 2019 Notes Trustee for the benefit of the holders of the August 2019 Notes, the February 2021 Notes Trustee for the benefit of the holders of the February 2021 Notes and the Trustee for the benefit of the holders of the Notes agree to (1) share the Collateral on an equal and ratable basis, (2) the conditions that are applicable to the release of or granting of any Lien on such Collateral, and (3) the conditions under which their rights with respect to such Collateral and the Indebtedness secured thereby will be enforced. In connection with any future Permitted Pari Passu Secured Indebtedness (other than Additional Notes), any holder of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant trustee or agent for the benefit of such holder) will accede to the terms Intercreditor Agreement and become parties to it. The Trustee, the August 2019 Notes Trustee, the February 2021 Notes Trustee and the holders of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded such Permitted Pari Passu Secured Indebtedness in (or their representative) are collectively referred to as the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. “Secured Parties.” By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Security Trustee Collateral Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (A) all necessary actions have been taken with respect Documents in the form and substance satisfactory to the recordingTrustee and the Collateral Agent. The Trustee and the Collateral Agent will be permitted and authorized, registering without the consent of any Holder, to enter into any Security Documents and filing of the Security Documents, any Intercreditor Agreement or (B) no such any amendment thereto or to this Indenture and take any other action is necessary to make such Lien effective permit the creation and (v) registration of Liens on the Lien securing such Indebtedness shall be a Permitted Lien incurred pursuant Collateral to clause (12) of the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance of any Future secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any common collateral agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) Prior to the first Incurrence of any Permitted Pari Passu Secured Indebtedness, the Trustee and the Collateral Agent will enter into an intercreditor agreement (the “Intercreditor Agreement”), without requiring any instruction or consent from the Holders, with the Company, the Subsidiary Guarantor Pledgors and the holders of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant to their representative), the terms of which are satisfactory to the Mandatorily Exchangeable BondsTrustee and the Collateral Agent. The Intercreditor Agreement will provide, among other things, that (i) the parties thereto shall share equal priority and pro rata entitlement in and to the Collateral, (ii) the conditions that are applicable to the release of or granting of any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest Lien on such Collateral and (iii) the conditions under which the parties thereto will enforce their respective rights with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded Pari Passu Indebtedness in the manner described under Section 3.03 of this Indenture to such Collateral and the indentures governing the other series of the New HY NotesIndebtedness secured thereby. By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.

Permitted Pari Passu Secured Indebtedness. On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may Parent will not create Liens on the Pari Passu Collateral other than (a) Liens pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (Company, including any Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Guarantee with respect to (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessCompany, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i1) the Company or such Subsidiary Guarantor was permitted to Incur such Indebtedness under Section 4.06clause (a), (iib)(5) or (b)(16) of Section 4.09 and Section 4.14 or Permitted Refinancing Indebtedness thereof under clause (b)(4) of Section 4.09, (2) the holders of such Indebtedness (or their representative) of such Indebtedness (), other than any Additional Notes or PIK Notes) other Indebtedness in respect of which the relevant holders or representative is already a party to the Intercreditor Agreement (as defined below), become party to the Intercreditor Agreement, ; (iii3) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Guarantee substantially similar to and Collateral no more restrictive on the Company and such Subsidiary Guarantor than the provisions of this Indenture and the Security DocumentsPari Passu Collateral Document; and (iv4) the Company and any such Subsidiary Guarantor Pledgor deliver delivers to the Trustee and the Common Security Trustee an Opinion of Counsel and an Officers’ Certificate, each Officer’s Certificate with respect to corporate and collateral matters in connection with the Security DocumentsPari Passu Collateral Document and (b) certain Permitted Liens. The Trustee and the Common Collateral Agent will be permitted and authorized, stating that either (A) all necessary actions have been taken with respect without the consent of or notice to any Holder, to enter into any amendments to the recording, registering Pari Passu Collateral Document or this Indenture and filing of the Security Documents, or (B) no such take any other action is necessary to make such Lien effective permit the creation and (v) registration of Liens on the Lien securing such Indebtedness shall be a Permitted Lien incurred pursuant Pari Passu Collateral to clause (12) of the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance of any Future secure Permitted Pari Passu Secured Indebtedness to redeem New HY Notes (including PIK Notes) in accordance with this paragraph and the Mandatorily Exchangeable Bonds (or the Exchange Convertible Bonds which are issued pursuant to the terms of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded Pari Passu Indebtedness in the manner described under Section 3.03 of this Indenture and (including, without limitation, the indentures governing the other series appointment of the New HY Notes. By accepting the Notes each Holder shall be deemed to have consented to the execution of a common collateral agent under the Intercreditor Agreement referred to below to hold the Pari Passu Collateral on behalf of the Holders and instructed the holders of Permitted Pari Passu Secured Indebtedness). Except for certain Permitted Liens and authorized the Trustee Permitted Pari Passu Secured Indebtedness, the Company and the other Restricted Subsidiaries will not be permitted to enter into Incur any other Indebtedness secured by all or any portion of the Intercreditor Agreement. The Trustee shall not incur any liability for entering into Pari Passu Collateral without the Intercreditor Agreement in accordance with and except as provided for in this Indentureconsent of each Holder.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Shared Security Trustee Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (A) all necessary actions have been taken with respect Documents in the form and substance satisfactory to the recordingTrustee and the Shared Security Agent. The Trustee and the Shared Security Agent will be permitted and authorized, registering without the consent of any Holder, to enter into any Security Documents and filing of the Security Documents, any Intercreditor Agreement or (B) no such any amendment thereto or to this Indenture and take any other action is necessary to make such Lien effective permit the creation and (v) registration of Liens on the Lien securing such Indebtedness shall be a Permitted Lien incurred pursuant Collateral to clause (12) of the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance of any Future secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any collateral agent or security agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) The Company, the Subsidiary Guarantor Pledgor, Citicorp International Limited, as the trustee (the “May 2018 Notes Trustee”) with respect to the May 2018 Notes, TPG Asia VI SF Pte. Ltd. as holder of the Convertible Note, and the Shared Security Agent, have entered into an intercreditor agreement dated September 19, 2013 (to which Citigroup International Limited, as the trustee (the “June 2019 Notes Trustee”) with respect to the June 2019 Notes, acceded on December 6, 2013) (such intercreditor agreement, as so supplemented and amended from time to time, the “Intercreditor Agreement”), to which the Trustee for the benefit of the holders of the Notes will accede on the Original Issue Date. The Convertible Note has been fully repaid in November 2014. Pursuant to the Intercreditor Agreement, the May 2018 Notes Trustee for the benefit of the holders of the May 2018 Notes, the June 2019 Notes Trustee for the benefit of the holders of the June 2019 Notes and the Trustee for the benefit of the holders of the Notes agree to (1) share the Collateral on an equal and ratable basis, (2) the conditions that are applicable to the release of or granting of any Lien on such Collateral, and (3) the conditions under which their rights with respect to such Collateral and the Indebtedness secured thereby will be enforced. In connection with any future Permitted Pari Passu Secured Indebtedness (other than Additional Notes), any holder of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant trustee or agent for the benefit of such holder) will accede to the terms Intercreditor Agreement and become parties to it. The Trustee, the May 2018 Notes Trustee, the June 2019 Notes Trustee and the holders of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded such Permitted Pari Passu Secured Indebtedness in (or their representative) are collectively referred to as the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. “Secured Parties.” By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Shared Security Trustee Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (Ax) all necessary actions have been taken with respect to the recording, registering and filing of the Security Documents, Documents or (By) no such action is necessary to make such Lien effective and (v) the Lien securing such Indebtedness shall effective. The Trustee and the Shared Security Agent will be a Permitted Lien incurred pursuant to clause (12) of permitted and authorized, without the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance consent of any Future Holder, to enter into any Security Documents and any Intercreditor Agreement or any amendment thereto or to this Indenture and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any collateral agent or security agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) The Company, the Subsidiary Guarantor Pledgor, Citicorp International Limited, as the trustee (the “May 2018 Notes Trustee”) with respect to the May 2018 Notes, TPG Asia VI SF Pte. Ltd. as holder of the Convertible Note, and the Shared Security Agent, have entered into an intercreditor agreement dated September 19, 2013 (to which Citicorp International Limited, as the trustee (the “June 2019 Notes Trustee”) with respect to the June 2019 Notes, acceded on December 6, 2013, to which Citicorp International Limited, as the trustee (the “August 2019 Notes Trustee”) with respect to the August 2019 Notes, acceded on August 30, 2016, to which Citicorp International Limited, as the trustee (the “February 2021 Notes Trustee”) with respect to the February 2021 Notes, acceded on February 28, 2017, to which Citicorp International Limited, as the trustee (the “November 2020 Notes Trustee”) with respect to the November 2020 Notes, acceded on November 20, 2017 and to which Citicorp International Limited, as trustee (the “March 2020 Notes Trustee”) with respect to the March 2020 Notes, acceded on March 19, 2018) (such intercreditor agreement, as so supplemented and amended from time to time, the “Intercreditor Agreement”), to which the Trustee for the benefit of the holders of the Notes will accede on the Original Issue Date. The Convertible Note has been fully repaid in November 2014, the May 2018 Notes have been fully redeemed in October 2016 and the June 2019 Notes have been fully redeemed in July 2017. Pursuant to the Intercreditor Agreement, the August 2019 Notes Trustee for the benefit of the holders of the August 2019 Notes, the February 2021 Notes Trustee for the benefit of the holders of the February 2021 Notes, the November 2020 Notes Trustee for the benefit of the holders of the November 2020 Notes, the March 2020 Notes Trustee for the benefit of the holders of the March 2020 Notes and the Trustee for the benefit of the holders of the Notes agree to (1) share the Collateral on an equal and ratable basis, (2) the conditions that are applicable to the release of or granting of any Lien on such Collateral, and (3) the conditions under which their rights with respect to such Collateral and the Indebtedness secured thereby will be enforced. In connection with any future Permitted Pari Passu Secured Indebtedness (other than Additional Notes), any holder of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant trustee or agent for the benefit of such holder) will accede to the terms Intercreditor Agreement and become parties to it. The Trustee, the Agents, the August 2019 Notes Trustee, the February 2021 Notes Trustee, the November 2020 Notes Trustee, the March 2020 Notes Trustee and the holders of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded such Permitted Pari Passu Secured Indebtedness in (or their representative) are collectively referred to as the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. “Secured Parties.” By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Shared Security Trustee Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (A) all necessary actions have been taken with respect Documents in the form and substance satisfactory to the recordingTrustee and the Shared Security Agent. The Trustee and the Shared Security Agent will be permitted and authorized, registering without the consent of any Holder, to enter into any Security Documents and filing of the Security Documents, any Intercreditor Agreement or (B) no such any amendment thereto or to this Indenture and take any other action is necessary to make such Lien effective permit the creation and (v) registration of Liens on the Lien securing such Indebtedness shall be a Permitted Lien incurred pursuant Collateral to clause (12) of the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance of any Future secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any collateral agent or security agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) The Company, the Subsidiary Guarantor Pledgor, Citicorp International Limited, as the trustee (the “May 2018 Notes Trustee”) with respect to the May 2018 Notes, TPG Asia VI SF Pte. Ltd. (the “CN Holder”) as holder of the Convertible Notes, and the Shared Security Agent, have entered into an intercreditor agreement dated September 19, 2013 (such intercreditor agreement, as so supplemented and amended from time to time, the “Intercreditor Agreement”), to which the Trustee for the benefit of the holders of the Notes will accede on the Original Issue Date. Pursuant to the Intercreditor Agreement, the May 2018 Notes Trustee for the benefit of the holders of the May 2018 Notes, the CN Holder and the Trustee for the benefit of the holders of the Notes agree to (1) share the Collateral on an equal and ratable basis, (2) the conditions that are applicable to the release of or granting of any Lien on such Collateral, and (3) the conditions under which their rights with respect to such Collateral and the Indebtedness secured thereby will be enforced. In connection with any future Permitted Pari Passu Secured Indebtedness (other than Additional Notes), any holder of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant trustee or agent for the benefit of such holder) will accede to the terms Intercreditor Agreement and become parties to it. The Trustee, the May 2018 Notes Trustee, the CN Holder and the holders of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded such Permitted Pari Passu Secured Indebtedness in (or their representative) are collectively referred to as the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. “Secured Parties.” By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Shared Security Trustee Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (Ax) all necessary actions have been taken with respect to the recording, registering and filing of the Security Documents, Documents or (By) no such action is necessary to make such Lien effective and (v) the Lien securing such Indebtedness shall effective. The Trustee and the Shared Security Agent will be a Permitted Lien incurred pursuant to clause (12) of permitted and authorized, without the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance consent of any Future Holder, to enter into any Security Documents and any Intercreditor Agreement or any amendment thereto or to this Indenture and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any collateral agent or security agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) The Company, the Subsidiary Guarantor Pledgor, Citicorp International Limited, as the trustee (the “May 2018 Notes Trustee”) with respect to the May 2018 Notes, TPG Asia VI SF Pte. Ltd. as holder of the Convertible Note, and the Shared Security Agent, have entered into an intercreditor agreement dated September 19, 2013 (to which Citicorp International Limited, as the trustee (the “June 2019 Notes Trustee”) with respect to the June 2019 Notes, acceded on December 6, 2013, to which Citicorp International Limited, as the trustee (the “August 2019 Notes Trustee”) with respect to the August 2019 Notes, acceded on August 30, 2016, to which Citicorp International Limited, as the trustee (the “February 2021 Notes Trustee”) with respect to the February 2021 Notes, acceded on February 28, 2017 and to which Citicorp International Limited, as the trustee (the “November 2020 Notes Trustee”) with respect to the November 2020 Notes, acceded on November 20, 2017) (such intercreditor agreement, as so supplemented and amended from time to time, the “Intercreditor Agreement”), to which the Trustee for the benefit of the holders of the Notes will accede on the Original Issue Date. The Convertible Note has been fully repaid in November 2014, the May 2018 Notes have been fully redeemed in October 2016 and the June 2019 Notes have been fully redeemed in July 2017. Pursuant to the Intercreditor Agreement, the August 2019 Notes Trustee for the benefit of the holders of the August 2019 Notes, the February 2021 Notes Trustee for the benefit of the holders of the February 2021 Notes, the November 2020 Notes Trustee for the benefit of the holders of the November 2020 Notes and the Trustee for the benefit of the holders of the Notes agree to (1) share the Collateral on an equal and ratable basis, (2) the conditions that are applicable to the release of or granting of any Lien on such Collateral, and (3) the conditions under which their rights with respect to such Collateral and the Indebtedness secured thereby will be enforced. In connection with any future Permitted Pari Passu Secured Indebtedness (other than Additional Notes), any holder of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant trustee or agent for the benefit of such holder) will accede to the terms Intercreditor Agreement and become parties to it. The Trustee, the August 2019 Notes Trustee, the February 2021 Notes Trustee, the November 2020 Notes Trustee and the holders of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded such Permitted Pari Passu Secured Indebtedness in (or their representative) are collectively referred to as the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. “Secured Parties.” By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.

Permitted Pari Passu Secured Indebtedness. On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may Parent will not create Liens on the Collateral other than (a) Liens for the benefit of the Holders to secure the Notes; (b) Liens pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (Company, including any Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Guarantee with respect to (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessCompany, “Permitted Pari Passu Secured Indebtedness”); , provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i1) the Company or such Subsidiary Guarantor was permitted to Incur such Indebtedness under clause (a)(5) or (a)(12) of Section 4.064.09 and Section 4.14 and any Permitted Refinancing Indebtedness in relation to such Indebtedness and in relation to Indebtedness Incurred under clause (1)(a) of such covenant, (ii2) the holders of such Indebtedness (or their representative) of such Indebtedness (), other than any Additional Notes or PIK Notes) other Indebtedness in respect of which the relevant holders or representative is already a party to the Intercreditor Agreement (as defined below), become party to the Intercreditor Agreement, ; (iii3) the agreement in respect of such Indebtedness contains provisions with respect to releases of the Lien over the Collateral and such Pari Passu Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor than the provisions of this Indenture and the Security Collateral Documents; and (iv4) the Company and any such Subsidiary Guarantor Pledgor deliver delivers to the Trustee and the Common Security Trustee Collateral Agent an Opinion of Counsel and an Officers’ Certificate, Officer’s Certificate each stating that all conditions precedent with respect to corporate such incurrence of Indebtedness and collateral matters in connection with creation of Liens and the Security execution of documents related thereto have been satisfied and such incurrence of Indebtedness and creation of Liens and execution of documents related thereto are authorized and permitted under this Indenture, any Collateral Documents, stating that either (A) all necessary actions have been taken with respect the Intercreditor Agreement and any other documents related to the recordingtransactions contemplated in this Indenture and (c) certain Xxxxxxxxx Xxxxx. The Trustee and the Collateral Agent (each in conclusive reliance upon the Officer’s Certificate and Opinion of Counsel delivered to them) will be permitted and authorized (and shall incur no liability for doing so), registering and filing without the consent of any Holder, to enter into any amendments to the Security Collateral Documents, or (B) no such this Indenture and/or the Intercreditor Agreement and take any other action is reasonably requested by the Company and necessary to make such Lien effective permit the creation and (v) registration of Liens on the Lien securing such Indebtedness shall be a Permitted Lien incurred pursuant Collateral to clause (12) of the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance of any Future secure Permitted Pari Passu Secured Indebtedness to redeem New HY Notes (including PIK Notes) in accordance with this paragraph and the Mandatorily Exchangeable Bonds (or the Exchange Convertible Bonds which are issued pursuant to the terms of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded Pari Passu Indebtedness in the manner described under Section 3.03 of this Indenture and (including, without limitation, the indentures governing the other series appointment of the New HY Notes. By accepting the Notes each Holder shall be deemed to have consented to the execution of a collateral agent under the Intercreditor Agreement referred to below to hold the Collateral on behalf of the Holders and instructed the holders of Permitted Pari Passu Secured Indebtedness). Except for certain Indebtedness for which there is a corresponding Permitted Lien and authorized any Permitted Pari Passu Secured Indebtedness, the Trustee Company and the other Restricted Subsidiaries will not be permitted to enter into Incur any other Indebtedness secured by all or any portion of the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in this IndentureCollateral.

Permitted Pari Passu Secured Indebtedness. (a) On or after the Exchange Original Issue Date, the Company and each Subsidiary Guarantor Pledgor may create Liens on the Collateral pari passu with the Lien for the benefit of the Holders to secure Indebtedness of the Company (including Additional Notes and PIK Notes) or any Subsidiary Guarantor and any Pari Passu Subsidiary Guarantee of a Subsidiary Guarantor Pledgor with respect to such Indebtedness (such Indebtedness of the Company or any Subsidiary Guarantor and any such Pari Passu Guarantee incurred after the Exchange Date, “Future Permitted Pari Passu Secured Indebtedness,” and, together with Existing Permitted Pari Passu Secured IndebtednessSubsidiary Guarantee, “Permitted Pari Passu Secured Indebtedness”); provided that, with respect to Future Permitted Pari Passu Secured Indebtedness, that (i) the Company or such Subsidiary Guarantor Pledgor was permitted to Incur such Indebtedness under Section 4.06, 4.05; (ii) the holders (or their representative) of such Indebtedness (other than Additional Notes or PIK Notes) or their representative, become party to the Intercreditor Agreement, ; (iii) the agreement in respect of such Indebtedness contains provisions with respect to releases of Collateral and such Pari Passu Subsidiary Guarantee substantially similar to and no more restrictive on the Company and such Subsidiary Guarantor Pledgor than the provisions of this the Indenture and the Security Documents; and (iv) the Company and any such Subsidiary Guarantor Pledgor deliver to the Trustee and the Common Shared Security Trustee Agent an Opinion of Counsel and an Officers’ Certificate, each Certificate with respect to corporate and collateral matters in connection with the Security Documents, stating that either (Ax) all necessary actions have been taken with respect to the recording, registering and filing of the Security Documents, Documents or (By) no such action is necessary to make such Lien effective and (v) the Lien securing such Indebtedness shall effective. The Trustee and the Shared Security Agent will be a Permitted Lien incurred pursuant to clause (12) of permitted and authorized, without the definition thereof; provided, further, that the Company shall apply 100% of the Net Cash Proceeds from the issuance consent of any Future Holder, to enter into any Security Documents and any Intercreditor Agreement or any amendment thereto or to this Indenture and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this paragraph (including, without limitation, the appointment of any collateral agent or security agent under the Intercreditor Agreement to redeem New HY Notes (including PIK Notes) hold the Collateral on behalf of the Holders and the Mandatorily Exchangeable Bonds holders of Permitted Pari Passu Secured Indebtedness). (b) The Company, the Subsidiary Guarantor Pledgor, Citicorp International Limited, as the trustee (the “May 2018 Notes Trustee”) with respect to the May 2018 Notes, TPG Asia VI SF Pte. Ltd. as holder of the Convertible Note, and the Shared Security Agent, have entered into an intercreditor agreement dated September 19, 2013 (to which Citigroup International Limited, as the trustee (the “June 2019 Notes Trustee”) with respect to the June 2019 Notes, acceded on December 6, 2013 and to which Citigroup International Limited, as the trustee (the “August 2019 Notes Trustee”) with respect to the August 2019 Notes, acceded on August 30, 2016) (such intercreditor agreement, as so supplemented and amended from time to time, the “Intercreditor Agreement”), to which the Trustee for the benefit of the holders of the Notes will accede on the Original Issue Date. The Convertible Note has been fully repaid in November 2014 and the May 2018 Notes have been fully redeemed in October 2016. Pursuant to the Intercreditor Agreement, the June 2019 Notes Trustee for the benefit of the holders of the June 2019 Notes, the August 2019 Notes Trustee for the benefit of the holders of the August 2019 Notes and the Trustee for the benefit of the holders of the Notes agree to (1) share the Collateral on an equal and ratable basis, (2) the conditions that are applicable to the release of or granting of any Lien on such Collateral, and (3) the conditions under which their rights with respect to such Collateral and the Indebtedness secured thereby will be enforced. In connection with any future Permitted Pari Passu Secured Indebtedness (other than Additional Notes), any holder of such Permitted Pari Passu Secured Indebtedness (or the Exchange Convertible Bonds which are issued pursuant trustee or agent for the benefit of such holder) will accede to the terms Intercreditor Agreement and become parties to it. The Trustee, the June 2019 Notes Trustee, the August 2019 Notes Trustee and the holders of the Mandatorily Exchangeable Bonds) and any Mandatorily Exchangeable Bond PIK Interest or Exchange Convertible Bond PIK Interest with respect thereto on a pro rata basis and with payments pro rata based on the principal amount then outstanding excluding any Excluded such Permitted Pari Passu Secured Indebtedness in (or their representative) are collectively referred to as the manner described under Section 3.03 of this Indenture and the indentures governing the other series of the New HY Notes. “Secured Parties.” By accepting the Notes Notes, each Holder shall be deemed to have consented to the execution of the Intercreditor Agreement Agreement, any supplements, amendments or modifications thereto, and instructed and authorized any future intercreditor agreement that may be required under the Trustee to enter into the Intercreditor Agreement. The Trustee shall not incur any liability for entering into the Intercreditor Agreement in accordance with and except as provided for in terms of this Indenture.