NECESSARY BY COUNSEL FOR LENDER) AUTHORIZING THE EXECUTION OF THE
LOAN DOCUMENTS AND (IV) AN INCUMBENCY CERTIFICATE, EXECUTED BY THE SECRETARY,
WHICH SHALL IDENTIFY BY NAME AND TITLE AND BEAR THE SIGNATURE OF THE OFFICERS OF
SUCH SUBSIDIARY GUARANTOR AUTHORIZED TO SIGN THE LOAN DOCUMENTS AND TO MAKE
BORROWINGS HEREUNDER, UPON WHICH CERTIFICATE THE LENDERS SHALL BE ENTITLED TO
RELY UNTIL INFORMED OF ANY CHANGE IN WRITING BY SUCH SUBSIDIARY GUARANTOR;
(5)
AN OFFICER'S CERTIFICATE OF BORROWER, IN
THE FORM OF EXHIBIT H ATTACHED HERETO, CONFIRMING THE FACT THAT THE
SUBORDINATION AGREEMENT EXECUTED
43
BY U.S. TRAFFIC CORPORATION AND MYERS/NUART ELECTRICAL PRODUCTS, INC., IN FAVOR
OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE EXISTING LENDERS; HAS NOT
BEEN AMENDED, REVISED OR TERMINATED.
(6)
REAFFIRMATION OF SUBSIDIARY GUARANTY
EVIDENCED BY SECTION 7.2(L) OF THIS AGREEMENT EXECUTED BY EACH SIGNIFICANT
DOMESTIC INCORPORATED SUBSIDIARY, ANY SUBSIDIARY DESIGNATED AS A SUBSIDIARY
GUARANTOR BY BORROWER AND THE LENDER INCLUDING, WITHOUT LIMITATION, SPIN-CAST
PLASTICS, INC.;
(7)
AN OFFICER'S CERTIFICATE, IN THE FORM OF
EXHIBIT E-1, SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER, STATING THAT
ON THE DATE OF THIS AGREEMENT ALL THE REPRESENTATIONS IN THIS AGREEMENT ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS (UNLESS SUCH REPRESENTATION AND WARRANTY IS
MADE AS OF A SPECIFIC DATE, IN WHICH CASE, SUCH REPRESENTATION AND WARRANTY
SHALL BE TRUE IN ALL MATERIAL RESPECTS AS OF SUCH DATE), AND NO MATERIAL ADVERSE
CHANGE, OR DEFAULT OR UNMATURED DEFAULT HAS OCCURRED AND IS CONTINUING;
(8)
DOCUMENTATION, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE LENDER, EVIDENCED BY AN ASSIGNMENT AGREEMENT OF
EACH EXISTING LENDER, INCLUDING THE ADMINISTRATIVE AGENT, UNDER THE EXISTING
CREDIT AGREEMENT ASSIGNING TO LENDER OF ALL OF THEIR RIGHTS AND OBLIGATIONS
THEREUNDER;
(9)
RESIGNATION LETTER OF THE NORTHERN TRUST
COMPANY, AS ADMINISTRATIVE AGENT UNDER THE EXISTING CREDIT AGREEMENT;
(10)
EVIDENCE, SATISFACTORY TO THE LENDER, THAT THE
BORROWER HAS PAID TO THE LENDER, THE FEES PAYABLE PURSUANT TO SECTION 2.13 AND
3.7 HEREOF;
(11)
THE WRITTEN OPINIONS OF JOAN RILEY, BORROWER'S
GENERAL COUNSEL AND HOLLAND AND KNIGHT LLP, AS BORROWER'S COUNSEL, ADDRESSED TO
THE LENDER IN FORM AND SUBSTANCE ACCEPTABLE TO THE LENDER AND ITS COUNSEL, WITH
RESPECT TO (WITHOUT LIMITATION) THE DUE AUTHORIZATION, EXECUTION AND
ENFORCEABILITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY BORROWER AND
EACH SUBSIDIARY GUARANTOR, AS APPLICABLE;
(12)
ASSIGNMENT AND ASSUMPTION AGREEMENT (CALIFORNIA
DEED OF TRUST), IN THE FORM OF EXHIBIT I ATTACHED HERETO.
(13)
ASSIGNMENT AND ASSUMPTION AGREEMENT
(PENNSYLVANIA MORTGAGE), IN THE FORM OF EXHIBIT J ATTACHED HERETO.
(14)
ASSIGNMENT AND ASSUMPTION AGREEMENT (ALABAMA
MORTGAGE), IN THE FORM OF EXHIBIT K ATTACHED HERETO.
(15)
ASSIGNMENT AND ASSUMPTION AGREEMENT (PATENT
SECURITY AGREEMENT), IN THE FORM OF EXHIBIT O ATTACHED HERETO.
44
(16)
ASSIGNMENT AND ASSUMPTION AGREEMENT (TRADEMARK
SECURITY AGREEMENT), IN THE FORM OF EXHIBIT N ATTACHED HERETO.
(17)
INDIANA MORTGAGE IN THE FORM OF EXHIBIT L,
ATTACHED HERETO.
(18)
ASSIGNMENT AND ASSUMPTION AGREEMENT (SECURITY
AGREEMENT), IN THE FORM OF EXHIBIT M ATTACHED HERETO.
(19)
ASSIGNMENT AND ASSUMPTION AGREEMENT FOR