Common use of Conditions to Initial Borrowings Clause in Contracts

Conditions to Initial Borrowings. On the Closing Date the following actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any Loan Documents, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer and president or chief financial officer of the Borrower, to each such effect. (b) There shall be delivered to the Agent for the benefit of each Lender and the L/C Issuer a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State of its incorporation as well as a copy of the Borrower's by-laws, (B) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01; (iv) all corporate or partnership action taken by each Subsidiary Guarantor in connection with each Subsidiary Guaranty; (v) the names, offices and titles of each Subsidiary Guarantor's officer or officers authorized to sign each Subsidiary Guaranty and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor for purposes of each Subsidiary Guaranty and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; (A) copies of each Subsidiary Guarantor's organizational documents, as in effect on the Closing Date, certified, by the secretary of state of the state of its organization, (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 to this Agreement; (vii) audited, consolidated financial statements for Fiscal Year ending December 31, 2001 as required by the Existing Credit Agreement; and (viii) copies of projected financial statements for the three (3) year period following the Closing Date. (c) This Agreement and the other Loan Documents required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer and the Agent. (d) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each Lender. (e) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Xxxxx X. Xxxxxxx, Esquire, Vice President and General Counsel for the Borrower and the Subsidiary Guarantors, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit "H". (f) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (g) No Material Adverse Change shall have occurred since December 31, 2001, and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower to each such effect. (h) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (i) All material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtained. (j) The making and/or assumption of any Loan or the issuance of a Letter of Credit or assumption of any reimbursement liability with regard thereto, shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantor, any of the Agent, the Lenders or the L/C Issuer. (k) Except as set forth on Schedule 4.07, no action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have a Material Adverse Change. (l) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary Guarantor, and tax lien and judgment searches relating to the Borrower and each existing Subsidiary Guarantor, which are satisfactory in form and substance to the Lender. (m) The Agent shall have received evidence that the Existing Credit Agreement has been terminated and all amounts due thereunder, except as expressly assumed hereunder, have been paid in full. (n) The Agent on its own behalf and on behalf of the Lenders and the L/C Issuer shall be in receipt of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (o) The Agent shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Date. (p) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer and the Lenders in their reasonable discretion.

Conditions to Initial Borrowings. On the Closing Date the following actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any Loan Documents, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer Issuer, the Swingline Lender and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer Chief Executive Officer and president President or chief financial officer Treasurer of the Borrower, to each such effect. (b) There shall be delivered to the Agent for the benefit of each Lender and Lender, the L/C Issuer Issuer, the Swingline Lender and the Agent a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and Lender, the L/C Issuer and the Swingline Lender may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State of its incorporation as well as a copy of the Borrower's by-laws, (B) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01in which the Borrower owns or leases Property; (iv) all corporate or partnership action taken by each Subsidiary Guarantor in connection with each Subsidiary Guaranty; (v) the names, offices and titles of each Subsidiary Guarantor's officer or officers authorized to sign each Subsidiary Guaranty and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor for purposes of each Subsidiary Guaranty and the true signatures of such officers, on which the Agent, each Lender and Lender, the L/C Issuer and the Swingline Lender may conclusively rely;; and (vi) (A) copies of each Subsidiary Guarantor's organizational documents, as in effect on the Closing Date, certified, by the secretary of state of the state of its organization, (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 to this Agreement; (vii) audited, consolidated financial statements for Fiscal Year ending December 31, 2001 as required by the Existing Credit Agreement; and (viii) copies of projected financial statements for the three (3) year period following the Closing Datein which such Subsidiary Guarantor owns or leases Property. (c) This Agreement and the other Loan Documents required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer Issuer, the Swingline Lender and the Agent. (d) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each Lender. (e) There shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer, the Swingline Lender a and the Agent written opinion opinions of Xxxxx Xxxxxxxx Xxxxxxxxx Professional Corporation and Xxxxxx X. XxxxxxxXxxxx, Esquire, Vice President and General Counsel Esquire for the Borrower and the Subsidiary Guarantors, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit Exhibits "HE-1" and "E-2". (fe) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (gf) No Material Adverse Change shall have occurred since December 31September 30, 20011998, and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer Issuer, the Swingline Lender and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower to each such effect. (hg) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (ih) All material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtained. (ji) The making and/or assumption of any Loan or the issuance of a Letter of Credit or assumption of any reimbursement liability with regard thereto, shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantor, any of the Agent, the Lenders or Lenders, the L/C IssuerIssuer or the Swingline Lender. (kj) Except as set forth on Schedule 4.07, no action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have a Material Adverse Change. (l) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary Guarantor, and tax lien and judgment searches relating to the Borrower and each existing Subsidiary Guarantor, which are satisfactory in form and substance to the Lender. (mk) The Agent shall have received evidence that the Existing Prior Credit Agreement has been terminated and all amounts due thereunder, except as expressly assumed hereunder, have been paid in full. (nl) The Agent on its own behalf and on behalf of the Lenders and Lenders, the L/C Issuer and the Swingline Lender shall be in receipt of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (o) The Agent shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Date. (pm) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer Issuer, the Swingline Lender and the Lenders in their reasonable discretion.

Conditions to Initial Borrowings. On or prior to the Closing Date -------------------------------- the following actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries other Loan Parties contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries the other Loan Parties in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct in all material respects on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any other Loan DocumentsParty, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer Issuing Bank and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer and president Chief Executive Officer, President, Chief Financial Officer or chief financial officer Vice President Finance of the Borrower, to each such effect. (b) There The Borrower shall be delivered deliver to the Agent for the benefit of each Lender and the L/C Issuer Issuing Bank a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer Issuing Bank may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State the Commonwealth of its incorporation as well as Pennsylvania, (B) a copy of the Borrower's by-laws, laws and (BC) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State the Commonwealth of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01Pennsylvania; (iv) all corporate or partnership action taken by each Subsidiary Guarantor in connection with each Loan Document executed by such Subsidiary GuarantyGuarantor; (v) the names, offices and titles of each Subsidiary GuarantorSubsidiary's officer or officers authorized to sign each Subsidiary Guaranty Guaranty, Pledge Agreement and Security Agreement and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor for purposes of each Subsidiary Guaranty and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer Issuing Bank may conclusively rely;; and (Avi) copies of each Subsidiary GuarantorSubsidiary's organizational documents, as in effect on the Closing Closin g Date, certified, by the secretary Secretary of state State of the state of its organization, (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 to this Agreement; (vii) audited, consolidated financial statements for Fiscal Year ending December 31, 2001 as required by the Existing Credit Agreement; and (viii) copies of projected financial statements for the three (3) year period following the Closing Date. (c) This Agreement The Borrower shall duly execute and deliver or cause to be duly executed and delivered to the Agent for the benefit of the Lenders, the Issuing Bank and the Agent this Agreement, the Notes, the Subsidiary Guaranty Agreement, the Pledge Agreements (together with stock certificates, accompanied by stock powers, and/or control agreements in respect of all pledged equity securities), the Security Agreements, the Patent Trademark and Copyright Assignments and copies of all intercompany demand notes, and all required UCC-1 financing statements. (d) The Borrower shall deliver to the Agent an initial Borrowing Base Certificate showing availability for the initial borrowing. (e) The Borrower shall duly execute and deliver to the Agent for the benefit of the Lenders, the Issuing Bank and the Agent all other Loan Documents reasonably required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower another Loan Party at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer and the AgentClosing. (df) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each Lender. (e) There shall be delivered deliver to the Agent for the benefit of each Lender a written opinion of Xxxxxx, Xxxxx X. Xxxxxxx, Esquire, Vice President and General Counsel & Xxxxxxx LLP for the Borrower and the Subsidiary Guarantorsother Loan Parties, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit "H".I. (fg) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (gh) No Material Adverse Change shall have occurred since December May 31, 2001, 2000 and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer Issuing Bank and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or Vice President Finance of the Borrower to each such effect. (hi) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (ij) All The Borrower shall obtain all material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtainedincluding all waivers and consents under the Note Purchase Agreement dated as of July 22, 1999 by and between the Borrower and GE Capital Equity Investments, Inc. deemed necessary by the Agent, in form and substance satisfactory to the Agent. (jk) The making and/or assumption of any Loan or the issuance of a Letter of Credit or assumption of any reimbursement liability with regard thereto, shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantorother Loan Party, any of the Agent, the Lenders or the L/C IssuerIssuing Bank. (kl) Except as set forth on Schedule 4.07, no action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have result in a Material Adverse Change. (l) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary Guarantor, and tax lien and judgment searches relating to the Borrower and each existing Subsidiary Guarantor, which are satisfactory in form and substance to the Lender. (m) The Agent Borrower shall have received evidence that pay to the Existing Credit Agreement has been terminated and all amounts due thereunder, except as expressly assumed hereunder, have been paid in full. (n) The Agent on its own behalf and on behalf of the Lenders and the L/C Issuer shall be in receipt of Issuing Bank all Fees (and any other fees payable pursuant to the terms of the Agent's Letter) due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (on) The Agent Credit Agreement dated December 3, 1998, as amended, by and among Mastech Systems Corporation, the lenders party thereto and PNC Bank, National Association as agent, shall be terminated and all amounts due thereunder shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Datebeen paid in full. (po) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto to this Agreement provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer Issuing Bank and the Lenders in their reasonable discretion.

Conditions to Initial Borrowings. On the Closing Date -------------------------------- the following actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries other Loan Parties contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries the other Loan Parties in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any other Loan DocumentsParty, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer and president Chief Executive Officer, President, Chief Financial Officer or chief financial officer Vice President Finance of the Borrower, to each such effect. (b) There shall be delivered to the Agent for the benefit of each Lender and the L/C Issuer a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State the Commonwealth of its incorporation Pennsylvania as well as a copy of the Borrower's by-laws, laws and (B) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State the Commonwealth of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01Pennsylvania; (iv) all corporate or partnership action taken by each Subsidiary Guarantor other Loan Party in connection with each Subsidiary GuarantyGuaranty or Pledge Agreement executed by such Loan Party ; (v) the names, offices and titles of each Subsidiary GuarantorLoan Party's officer or officers authorized to sign each Subsidiary Guaranty or Pledge Agreement and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor Loan Party for purposes of each Subsidiary Guaranty or Pledge Agreement and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely;; and (vi) (A) copies of each Subsidiary GuarantorLoan Party's organizational documents, as in effect on the Closing Date, certified, by the secretary Secretary of state State of the state of its organization, organization and (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, Loan Party issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 to this Agreement; (vii) audited, consolidated financial statements for Fiscal Year ending December 31, 2001 as required by the Existing Credit Agreement; and (viii) copies state of projected financial statements for the three (3) year period following the Closing Dateits organization. (c) This Agreement and the other Loan Documents required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower another Loan Party at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer and the Agent. (d) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each Lender. (e) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Xxxxx X. Xxxxxxx, Esquire, Vice President and General Counsel for the Borrower and the Subsidiary Guarantors, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit "H". (f) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (gf) No Material Adverse Change shall have occurred since December 31September 30, 20011998, and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or President, Chief Financial Officer or Vice President Finance of the Borrower to each such effect. (hg) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (ih) All material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtained.. ------------- (ji) The making and/or assumption of any Loan or the issuance of a Letter of Credit or assumption of any reimbursement liability with regard thereto, shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantorother Loan Party, any of the Agent, the Lenders or the L/C Issuer. (kj) Except as set forth on Schedule 4.07, no action, suit, proceeding, ------------- investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have a Material Adverse Change. (l) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary Guarantor, and tax lien and judgment searches relating to the Borrower and each existing Subsidiary Guarantor, which are satisfactory in form and substance to the Lender. (m) The Agent shall have received evidence that the Existing Credit Agreement has been terminated and all amounts due thereunder, except as expressly assumed hereunder, have been paid in full. (nk) The Agent on its own behalf and on behalf of the Lenders and the L/C Issuer shall be in receipt of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (ol) The Agent Credit Agreement dated May 30, 1997, as amended, by and among Mastech Systems Corporation, the lenders party thereto and PNC Bank, National Association as agent, shall be terminated and all amounts due thereunder shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Datebeen paid in full. (pm) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer and the Lenders in their reasonable discretion.

Conditions to Initial Borrowings. On the Closing Date the following actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any Loan Documents, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer and president or chief financial officer of the Borrower, to each such effect. (b) There shall be delivered to the Agent for the benefit of each Lender and the L/C Issuer a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State of its incorporation as well as a copy of the Borrower's by-laws, (B) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01; (iv) all corporate or partnership action taken by each Subsidiary Guarantor in connection with each Subsidiary Guaranty; (v) the names, offices and titles of each Subsidiary Guarantor's officer or officers authorized to sign each Subsidiary Guaranty and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor for purposes of each Subsidiary Guaranty and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; and; (vi) (A) copies of each Subsidiary Guarantor's organizational documents, as in effect on the Closing Date, certified, by the secretary of state of the state of its organization, (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 to this Agreement; (vii) audited, consolidated financial statements for Fiscal Year ending December 31, 2001 as required by the Existing Credit Agreement; and (viii) copies of projected financial statements for the three (3) year period following the Closing Date. (c) This Agreement and the other Loan Documents required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer and the Agent. (d) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each Lender. (e) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Xxxxx Dawnx X. Xxxxxxx, EsquireXxq., Vice President and General Counsel for the Borrower and the Subsidiary Guarantors, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit "HG".: (fe) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (gf) No Material Adverse Change shall have occurred since December 31, 20011997, and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower to each such effect. (hg) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (ih) All material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtained. (ji) The making and/or assumption continuance of any Loan or the issuance of a Letter of Credit or assumption of any reimbursement liability with regard theretoCredit, shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantor, any of the Agent, the Lenders or the L/C Issuer.. - 58 - 66 (kj) Except as set forth on Schedule 4.07, no action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have a Material Adverse Change. (lk) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary Guarantor, Guarantor and tax lien and judgment searches relating to the Borrower and each existing Subsidiary Guarantor, Guarantor which are satisfactory in form and substance to the Lender. (m1) The Agent shall have received evidence that the Existing Credit Agreement has been terminated and all amounts due thereunder, except as expressly assumed hereunder, thereunder have been paid in full. (n) The Agent on its own behalf and on behalf of the Lenders and the L/C Issuer shall be in receipt of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (o) The Agent shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Date. (p) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer and the Lenders in their reasonable discretion.

Conditions to Initial Borrowings. On the Closing Date the following actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any Loan Documents, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer and president or chief financial officer of the Borrower, to each such effect. (b) There shall be delivered to the Agent for the benefit of each Lender and the L/C Issuer a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State of its incorporation as well as a copy of the Borrower's by-laws, (B) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01; (iv) all corporate or partnership action taken by each Subsidiary Guarantor in connection with each Subsidiary Guaranty; (v) the names, offices and titles of each Subsidiary Guarantor's officer or officers authorized to sign each Subsidiary Guaranty and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor for purposes of each Subsidiary Guaranty and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; and; (vi) (A) copies of each Subsidiary Guarantor's organizational documents, as in effect on the Closing Date, certified, by the secretary of state of the state of its organization, (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 to this Agreement; (vii) audited, consolidated financial statements for Fiscal Year ending December 31, 2001 as required by the Existing Credit Agreement; and (viii) copies of projected financial statements for the three (3) year period following the Closing Date. (c) This Agreement and the other Loan Documents required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer and the Agent. (d) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each LenderReorganization has occurred. (e) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Xxxxx Dawnx X. Xxxxxxx, EsquireXxq., Vice President and General Counsel for the Borrower and the Subsidiary Guarantors, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit "HG".: (f) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents including, without limitation, the Reorganization shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (g) No Material Adverse Change shall have occurred since December 31, 20011997, and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower to each such effect. (h) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (i) All material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtained. (j) The making and/or assumption of any Loan or the issuance of a Letter of Credit or assumption of any reimbursement liability with regard thereto, shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantor, any of the Agent, the Lenders or the L/C Issuer. (k) Except as set forth on Schedule 4.07, no action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have a Material Adverse Change. (l) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary GuarantorGuarantor as well as Sierra, New Century and Weld-Tech and their respective Subsidiaries, and tax lien and judgment searches relating to the Borrower and each existing Subsidiary GuarantorGuarantor as well as Sierra, New Century and Weld-Tech and their respective Subsidiaries, which are satisfactory in form and substance to the Lender. (m) The Agent shall have received evidence that the Existing RMI Credit Agreement has been terminated and all amounts due thereunder, except as expressly assumed hereunder, have been paid in full. (n) The Agent on its own behalf and on behalf of the Lenders and the L/C Issuer shall be in receipt of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (o) The Agent shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Date. (p) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer and the Lenders in their reasonable discretion.

Conditions to Initial Borrowings. On the Closing Date the following -------------------------------- actions shall be completed or satisfied to the sole satisfaction of the Agent: (a) The representations and warranties of the Borrower or the Subsidiaries contained in Article IV and in the other Loan Documents executed and delivered by the Borrower or any of its Subsidiaries in connection with the Closing shall be true and accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific date or times referred to therein), and the Borrower, and each Subsidiary of the Borrower which has executed any Loan Documents, shall have performed, observed and complied with all covenants and conditions hereof and contained in the other Loan Documents; no Event of Default or Default under this Agreement shall have occurred and be continuing or shall exist; no Material Adverse Change shall have occurred; and there shall be delivered to the Agent, for the benefit of each Lender, the L/C Issuer and the Agent, a certificate of the Borrower, dated the Closing Date and signed by the chief executive officer and president or chief financial officer of the Borrower, to each such effect. (b) There shall be delivered to the Agent for the benefit of each Lender and the L/C Issuer a certificate dated the Closing Date and signed by the secretary or an assistant secretary of the Borrower, certifying as appropriate as to: (i) all corporate action taken by the Borrower in connection with this Agreement and the other Loan Documents; (ii) the names, offices and titles of the Borrower's officer or officers authorized to sign this Agreement and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of the Borrower for purposes of this Agreement and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely; (A) copies of the Borrower's organizational documents, including its articles of incorporation as in effect on the Closing Date certified by the Secretary of State of its incorporation as well as a copy of the Borrower's by-laws, (B) a certificate as to the continued existence and good standing of the Borrower issued by the Secretary of State of its incorporation, and (C) a certificate concerning the due qualification of the Borrower as a foreign corporation authorized to due business, and the good standing of the Borrower, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01; (iv) all corporate or partnership action taken by each Subsidiary Guarantor in connection with each Subsidiary Guaranty, each Subsidiary Security Agreement and the other Loan Documents; (v) the names, offices and titles of each Subsidiary Guarantor's officer or officers authorized to sign each Subsidiary Guaranty Guaranty, each Subsidiary Security Agreement, if appropriate, and the other Loan Documents and the true signatures of such officer or officers and the identities of the Authorized Officers permitted to act on behalf of each Subsidiary Guarantor for purposes of each Subsidiary Guaranty Guaranty, each Subsidiary Security Agreement, if appropriate, and the other Loan Documents and the true signatures of such officers, on which the Agent, each Lender and the L/C Issuer may conclusively rely;; and (vi) (A) copies of each Subsidiary Guarantor's organizational documents, as in effect on the Closing Date, Date certified, by the secretary of state of the state of its organization, organization and (B) a certificate as to the continued existence and good standing of each Subsidiary Guarantor issued by the secretary of state of the state of its organization, and (C) a certificate concerning the due qualification of each Subsidiary Guarantor as a foreign Person authorized to due business, and the good standing of such Subsidiary Guarantor, issued by the Secretary of State of each jurisdiction shown on Schedule 4.01 5.01(b) to this Agreement; Agreement and (viiD) auditedif ---------------- appropriate, consolidated financial statements for Fiscal Year ending December 31, 2001 as a certified copy of the filed fictitious name registration (if required by the Existing Credit Agreement; and (viii) copies of projected financial statements for the three (3) year period following the Closing Dateapplicable law). (c) This Agreement and the other Loan Documents required by the Agent to be executed and delivered by the Borrower or a Subsidiary of the Borrower at the Closing shall have been duly executed and delivered by the Borrower to the Agent for the benefit of the Lenders, the L/C Issuer and the Agent. (d) The Borrower shall pay to the Agent for distribution to the Lenders the Closing Fee due each Lender. (e) There shall be delivered to the Agent for the benefit of each Lender a written opinion of Xxxxx X. Xxxxxxx, Esquire, Vice President and General Counsel for the Borrower and the Subsidiary Guarantors, dated the Closing Date and in form and substance reasonably satisfactory to the Agent and its counsel as to the matters set forth on Exhibit "H". (f) All legal details and proceedings in connection with the transactions contemplated by this Agreement and the other Loan Documents (including without limitation the filing of all financing statements required to perfect the Liens of the Agent in the Assigned Collateral and the Subsidiary Assigned Collateral) shall be in form and substance satisfactory to the Agent and its counsel, and the Agent shall have received all such other counterpart originals or certified or other copies of such documents and proceedings in connection with such transactions, in form and substance reasonably satisfactory to the Agent and said counsel, as the Agent or said counsel may reasonably request. (gf) No Material Adverse Change shall have occurred since December July 31, 2001, and no material litigation shall have been instituted by or against the Borrower or any Subsidiary or any of their respective material properties or assets1997; and there shall be delivered to the Agent for the benefit of each Lender, the L/C Issuer and the Agent a certificate of the Borrower dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower to each such effect. (hg) The Borrower shall deliver evidence acceptable to the Agent that adequate insurance in compliance with Section 6.05 hereof is in full force and effect. (ih) All material consents required to effectuate the transactions contemplated hereby as set forth on Schedule 4.12 shall have been obtained.. ------------- (ji) The making and/or assumption continuance of any Loan Loan, or the issuance of a Letter of Credit Credit, or assumption the pledge of any reimbursement liability with regard thereto, Lien in the Assigned Collateral or the Subsidiary Assigned Collateral shall not contravene any Law applicable to the Borrower, any Subsidiary Guarantor, any of the Agent, the Lenders or the L/C Issuer. (kj) Except as set forth on Schedule 4.07, no action, suit, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court or other Official Body (i) with respect to the Borrower or its Subsidiaries or this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby to enjoin, restrain or prohibit, or to obtain damages in respect of, their performance under this Agreement or any other Loan Documents or the consummation of the -57- transactions contemplated hereby or thereby or (ii) which in the reasonable opinion of Agent would have a Material Adverse Change. (lk) The Agent and its counsel shall have received UCC lien search reports of filings against the Borrower and each existing Subsidiary Guarantor, Guarantor and tax lien and judgment searches relating to the Borrower and each existing Subsidiary Guarantor, Guarantor which are satisfactory in form and substance to the Lender. (l) The Agent and its counsel shall have received executed financing statements (Form UCC-1), on or prior to the Closing Date, substantially in the form of Exhibit "H" or in such other form as the Agent may ----------- reasonably request, naming Borrower as the debtor and Agent, for the benefit of Agent, the Lenders and the L/C Issuer as the secured party, or other similar instruments or documents, as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect Agent's interests in the Receivables originated and Inventory owned by the Borrower and proceeds thereof; and the Agent and its counsel shall have received executed financing statements (Form UCC-1), filed on or prior to the Closing Date, substantially in the form of Exhibit "K" or in such other form as ----------- the Agent may reasonably request, naming the Subsidiary Guarantor as the debtor and Agent, for the benefit of Agent, the Lenders and the L/C Issuer as the secured party, or other similar instruments or documents, as may be necessary or, in the opinion of the Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect Agent's interests in the Receivables originated and Inventory owned by the Subsidiary Guarantor and proceeds thereof. (m) The Agent and its counsel shall have received duly executed landlord waivers and bailee waivers, in form and substance satisfactory to Agent, concerning locations at which Inventory of the Borrower or a Subsidiary Guarantor is located; provided however; if such landlord waivers and bailee ---------------- waivers are not available on the Closing Date, the Borrower shall cause such landlord waivers and bailee waivers to be delivered to the Agent not later than ninety (90) days after the Closing Date. (n) The Agent shall have received evidence that the Existing Credit Agreement dated as of December 1, 1995 among the Borrower, the financial institution party thereto and PNC Bank, as agent has been terminated and all amounts due thereunder, except as expressly assumed hereunder, thereunder have been paid in full. (no) The Agent on its own behalf and on behalf of the Lenders and the L/C Issuer shall be in receipt of all Fees due and payable on or prior to the Closing Date and all reimbursable expenses incurred on or prior to the Closing Date. (o) The Agent shall have completed a satisfactory due diligence review concerning the Borrower and the Subsidiary Guarantors, including matters concerning environmental liabilities and compliance with environmental law, a field based audit of their accounts receivable and inventory, determination of eligibility criteria and reserves for the Borrowing Base and review of projected financial statements for the three (3) year period following the Closing Date. (p) All matters and circumstances set forth as qualifications, limitations, exceptions, additional matters or other materials set forth in the Schedules hereto provided by or on behalf of the Borrower or its Subsidiaries shall be acceptable to the Agent, the L/C Issuer and the Lenders in their reasonable discretion.