collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each Lender except to the extent expressly provided
hereby; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefited Lender, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest unless the Benefited Lender from which such
excess payment is recovered is required by court order to pay interest thereon,
in which case each Lender returning funds to such Benefited Lender shall pay its
pro rata share of such interest.
Borrower agrees that each Lender so purchasing
a portion of another Lender's Loans may exercise all rights of payment
(including, without limitation, rights of setoff) with respect to such portion
as fully as if such Lender were the direct holder of such portion.
ARTICLE V
CONDITIONS OF CREDIT
5.1
CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THE AGREEMENT.
The effectiveness of the provisions of this Agreement (other than the provisions
of Section 5.2) and the obligation of the Lenders to make the Loans under this
Agreement shall be subject to the fulfillment, at or prior to the time thereof,
of each of the following conditions:
(A)
CREDIT DOCUMENTS.
(I)
CREDIT AGREEMENT AND NOTES.
BORROWER SHALL HAVE DULY EXECUTED
AND DELIVERED TO ADMINISTRATIVE AGENT, WITH A SIGNED COUNTERPART FOR EACH
LENDER, THE AGREEMENT AND, TO THE EXTENT REQUESTED BY ANY LENDER, THE TERM B
NOTE PAYABLE TO THE ORDER OF SUCH REQUESTING LENDER.
(II)
SECURITY DOCUMENTS.
BORROWER, HSCC, HSCHC AND EACH RESTRICTED
DOMESTIC SUBSIDIARY OF BORROWER (OTHER THAN IRIC) SHALL HAVE DULY AUTHORIZED,
EXECUTED AND DELIVERED A SECURITY AGREEMENT IN SUBSTANTIALLY THE FORM OF EXHIBIT
5.1(A)(II) (AS MODIFIED, SUPPLEMENTED OR AMENDED FROM TIME TO TIME, THE
"SECURITY AGREEMENT") AND SHALL HAVE DELIVERED TO THE COLLATERAL AGENT, ALL THE
PLEDGED SECURITIES AND PLEDGED INTERCOMPANY NOTES REFERRED TO THEREIN THEN
OWNED, IF ANY, BY BORROWER, (X) ENDORSED IN BLANK IN THE CASE OF PROMISSORY
NOTES
48
CONSTITUTING PLEDGED SECURITIES AND (Y) TOGETHER WITH EXECUTED AND UNDATED STOCK
POWERS, IN THE CASE OF CAPITAL STOCK CONSTITUTING PLEDGED SECURITIES AND THE
OTHER DOCUMENTS AND INSTRUMENTS REQUIRED TO BE DELIVERED UNDER THE SECURITY
AGREEMENT TOGETHER WITH:
(A)
PROPER FINANCING STATEMENTS (FORM UCC-1 OR SUCH OTHER FINANCING
STATEMENTS OR SIMILAR NOTICES AS SHALL BE REQUIRED BY LOCAL LAW) FULLY EXECUTED
FOR FILING UNDER THE UCC OR OTHER APPROPRIATE FILING OFFICES OF EACH
JURISDICTION AS MAY BE NECESSARY OR, IN THE OPINION OF ADMINISTRATIVE AGENT,
DESIRABLE TO PERFECT THE SECURITY INTERESTS PURPORTED TO BE CREATED BY THE
SECURITY AGREEMENT;
(B)
COPIES OF REQUESTS FOR INFORMATION OR COPIES (FORM UCC-1), OR
EQUIVALENT REPORTS, LISTING ALL EFFECTIVE FINANCING STATEMENTS OR SIMILAR
NOTICES THAT NAME BORROWER OR ITS RESTRICTED DOMESTIC SUBSIDIARIES (BY ITS
ACTUAL NAME OR ANY TRADE NAME, FICTITIOUS NAME OR SIMILAR NAME), OR ANY DIVISION
OR OTHER OPERATING UNIT THEREOF,