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 to redeem New HY Notes in accordance with this paragraph (including PIK Notes) and including, without limitation, the Mandatorily Exchangeable Bonds (appointment of any collateral agent 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 security agent 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 to hold the Collateral on behalf of the Holders 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 Indentureholders of Permitted Pari Passu Secured Indebtedness).

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 to redeem New HY Notes in accordance with this paragraph (including PIK Notes) and including, without limitation, the Mandatorily Exchangeable Bonds (appointment of any collateral agent 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 security agent 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 to hold the Collateral on behalf of the Holders 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 Indentureholders of Permitted Pari Passu Secured Indebtedness).

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. 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 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 to redeem New HY Notes in accordance with this paragraph (including PIK Notes) and including, without limitation, the Mandatorily Exchangeable Bonds (or the Exchange Convertible Bonds which are issued pursuant to the terms appointment 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 common collateral agent 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 to hold the Collateral on behalf of the Holders 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 Indentureholders of Permitted Pari Passu Secured Indebtedness).