Common use of Sharing Security Clause in Contracts

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being shared equally among (a) the Lenders to secure the Loan Indebtedness of the Borrower, (b) the Swap Lenders to secure the Secured Swap Obligations, and (c) the Cash Manager to secure the Cash Management Obligations, in each case on a pari passu basis, and that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the Secured Swap Obligations and the Cash Management Obligations. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, the Outstanding Principal under the Syndicated Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; (b) with respect to the Operating Facility Lender, the Outstanding Principal under the Operating Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, the Secured Swap Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as amongst themselves, will share their pro rata allocation of the Security, as determined in paragraph (c) above, based on a pro rata allocation of the aggregate outstanding Secured Swap Obligations owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders, the Operating Facility Lender, any Swap Lender or the Cash Manager, then the Agent, the Lenders, the Swap Lenders and the Cash Manager will enter into such further agreements and assurances as may be reasonably requested to further evidence the provisions of this Section 7.2.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being shared equally among (a) held by the Lenders Agent to secure firstly the Loan Indebtedness of and the Borrower, (b) the Swap Lenders to secure the Senior Secured Swap Obligations, Obligations on a senior basis (and (c) the Cash Manager to secure the Cash Management Obligations, in each case on a pari passu basis, basis within these senior obligations) and that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the secondly any Subordinate Secured Swap Obligations on a subordinate basis (and the Cash Management Obligationson a pari passu basis within these subordinate obligations), as more particularly contemplated below. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, proportional between (i) the Outstanding Principal under the Syndicated Facility relative to Loan Indebtedness and (ii) the aggregate of the Outstanding Principal under each of the Credit Facilities Loan Indebtedness plus the Senior Secured Swap Obligations plus the Cash Management Obligations;; and (b) with respect to the Operating Facility LenderSwap Lenders, proportional between (i) the Outstanding Principal under the Operating Facility relative to Senior Secured Swap Obligations and (ii) the aggregate of the Outstanding Principal under each of the Credit Facilities Loan Indebtedness plus the Senior Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, the Secured Swap Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as amongst among themselves, will share their pro rata allocation of the Security, as determined in paragraph (cb) aboveabove in the case of Senior Secured Swap Obligations, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) below in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations (other than the Huntsman Preferred Stock Obligations) owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders, the Operating Facility Lenders or any Swap Lender, any Swap Lender or then each of the Cash Manager, then the Agent, the Lenders, Agent and the Swap Lenders and the Cash Manager will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 7.210.3. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles: (a) no Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $7,500,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed to constitute a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from the Security in respect of the Subordinate Secured Swap Obligations until after the Loan Indebtedness and the Senior Secured Swap Obligations have been repaid in full. The above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreement) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basis.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being shared equally among (a) the Lenders to secure the Loan Indebtedness of the Borrower, (b) the Swap Lenders to secure the Secured Swap Obligations, and (c) the Cash Manager to secure the Cash Management Obligations, in each case on a pari passu basis, and that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the Secured Swap Obligations and the Cash Management Obligations. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, the Outstanding Principal under the Syndicated Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; (b) with respect to the Operating Facility Lender, the Outstanding Principal under the Operating Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, the Secured Swap Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and; (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and (e) with respect to the Term Facility Lenders, the Outstanding Principal under the Term Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as amongst themselves, will share their pro rata allocation of the Security, as determined in paragraph (c) above, based on a pro rata allocation of the aggregate outstanding Secured Swap Obligations owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders, the Operating Facility Lender, any Swap Lender or the Cash Manager, then the Agent, the Lenders, the Swap Lenders and the Cash Manager will enter into such further agreements and assurances as may be reasonably requested to further evidence the provisions of this Section 7.2.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being shared equally among (a) held by the Lenders Agent to secure the Loan Indebtedness of the Borrower, (b) the Swap Lenders to secure Obligations and the Secured Swap Obligations, and (c) the Cash Manager to secure the Cash Management Obligations, in each case Obligations on a pari passu basis, and that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the Secured Swap Obligations and the Cash Management Obligations. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, (i) the Outstanding Principal under Obligations (including all Cash Management Indebtedness owing to the Syndicated Facility Lenders) relative to (ii) the aggregate of the Outstanding Principal under each of Obligations (including all Cash Management Indebtedness owing to the Credit Facilities Lenders) plus the Secured Swap Obligations plus the Cash Management Obligations;; and (b) with respect to the Operating Facility Lender, the Outstanding Principal under the Operating Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, (i) the Secured Swap Obligations relative to (ii) the aggregate of the Outstanding Principal under each of Obligations (including all Cash Management Indebtedness owing to the Credit Facilities Lenders) plus the Secured Swap Obligations plus the Cash Management Obligations; and (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as amongst themselves, will share their pro rata allocation of the Security, as determined in paragraph (cb) above, based on a pro rata allocation of the aggregate outstanding Secured Swap Obligations (determined, if netting is legally available to a Swap Lender, on a net basis) owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders, the Operating Facility Fronting Lender or any Swap Lender, any Swap Lender or then each of the Cash Manager, then the Agent, the Lenders, Agent and the Swap Lenders and the Cash Manager will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 7.2section. The parties hereto agree, and such further agreements shall confirm, that Swap Lenders shall be entitled to share in the proceeds of realization as aforesaid, but shall have no vote in respect of amounts owed to them, and shall not have the right to initiate the enforcement of, or participate in any decisions in respect of the enforcement of, any of the Loan Documents unless and until there are no Obligations under the Credit Facility and this Agreement has been terminated.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being shared equally among (a) held by the Lenders Agent to secure firstly the Loan Indebtedness of and the Borrower, (b) the Swap Lenders to secure the Senior Secured Swap Obligations, Obligations on a senior basis (and (c) the Cash Manager to secure the Cash Management Obligations, in each case on a pari passu basis, basis within these senior obligations) and that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the secondly any Subordinate Secured Swap Obligations on a subordinate basis (and the Cash Management Obligationson a pari passu basis within these subordinate obligations), as more particularly contemplated below. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, proportional between (i) the Outstanding Principal under the Syndicated Facility relative to Loan Indebtedness and (ii) the aggregate of the Outstanding Principal under each of the Credit Facilities Loan Indebtedness plus the Senior Secured Swap Obligations plus the Cash Management Obligations;; and (b) with respect to the Operating Facility LenderSwap Lenders, proportional between (i) the Outstanding Principal under the Operating Facility relative to Senior Secured Swap Obligations and (ii) the aggregate of the Outstanding Principal under each of the Credit Facilities Loan Indebtedness plus the Senior Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, the Secured Swap Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as amongst among themselves, will share their pro rata allocation of the Security, as determined in paragraph (c) aboveabove in the case of Senior Secured Swap Obligations, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) above in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations owing to each Swap Lender. Although Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, at the discretion of the Agent and to the extent not prohibited by Law, appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Loan Indebtedness and Secured Swap Obligations that would have resulted in accordance with this Section 10.3 assuming that, solely for purposes of such adjustments, Secured Swap Obligations included Excluded Swap Obligations. If requested by any of the Agent, the Majority Lenders, the Operating Facility Lenders or any Swap Lender, any Swap Lender or then each of the Cash Manager, then the Agent, the Lenders, Agent and the Swap Lenders and the Cash Manager will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 7.210.3. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles: (a) no Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $25,000,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed to constitute a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from the Security in respect of the Subordinate Secured Swap Obligations until after the Loan Indebtedness and the Senior Secured Swap Obligations have been repaid in full. As among the Lenders and the Swap Lenders, the above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreement entered into to further evidence the sharing provisions in this Section 10.3) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basis. For clarity, any intercreditor agreement that may be entered into with the holders of Pari Passu Debt will govern as between the Lenders and the Swap Lenders on the one hand and the holders of the Pari Passu Debt on the other hand.