THE APPROPRIATE GOVERNMENTAL OFFICER IN ITS
JURISDICTION OF ORGANIZATION, (III) COPIES, CERTIFIED BY THE SECRETARY OF EACH
SUBSIDIARY GUARANTOR, OF ITS BY-LAWS (OR OTHER COMPARABLE GOVERNING DOCUMENT)
AND OF ITS BOARD OF DIRECTORS' RESOLUTIONS (AND RESOLUTIONS OF OTHER BODIES, IF
ANY ARE DEEMED NECESSARY BY COUNSEL FOR ANY
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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;
(6)
THE SUBORDINATION AGREEMENT EXECUTED BY
U.S. TRAFFIC CORPORATION, MYERS/NUART ELECTRICAL PRODUCTS, INC., AND THE
ADMINISTRATIVE AGENT OF THE LENDERS;
(7)
THE SUBSIDIARY GUARANTY EXECUTED BY EACH
SIGNIFICANT DOMESTIC INCORPORATED SUBSIDIARY, ANY SUBSIDIARY DESIGNATED AS A
SUBSIDIARY GUARANTOR BY BORROWER AND THE ADMINISTRATIVE AGENT;
(8)
AN OFFICER'S CERTIFICATE, IN THE FORM OF
EXHIBIT G-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;
(9)
DOCUMENTATION, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, EVIDENCING THE TERMINATION
OF THE LENDER COMMITMENTS TO LEND UNDER NORTHERN TRUST CREDIT AGREEMENT AND THE
REPAYMENT OF ALL OBLIGATIONS OWING THEREUNDER;
(10)
WRITTEN MONEY TRANSFER INSTRUCTIONS REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT, ADDRESSED TO THE ADMINISTRATIVE AGENT AND
SIGNED BY AN AUTHORIZED OFFICER;
(11)
EVIDENCE, SATISFACTORY TO THE ADMINISTRATIVE
AGENT, THAT THE BORROWER HAS PAID TO THE ADMINISTRATIVE AGENT, THE FEES PAYABLE
PURSUANT TO SECTION 2.14 AND 3.8 HEREOF;
(12)
THE WRITTEN OPINION OF THE BORROWER'S COUNSEL IN
THE FORM OF THE OPINION ATTACHED HERETO AS EXHIBIT E, ADDRESSED TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS, IN FORM AND SUBSTANCE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT 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;
(13)
A CERTIFIED COPY OF THE DULY EXECUTED ASSET
PURCHASE AGREEMENT TO THE U.S. TRAFFIC ACQUISITION AND EVIDENCE, SATISFACTORY TO
THE ADMINISTRATIVE AGENT, THAT THE U.S. TRAFFIC ACQUISITION HAS CLOSED; AND
(14)
INTENTIONALLY OMMITTED.
49
(15)
SUCH OTHER DOCUMENTS AS THE ADMINISTRATIVE AGENT
OR ANY LENDER OR ITS COUNSEL MAY HAVE REASONABLY REQUESTED, INCLUDING, WITHOUT
LIMITATION, EACH OTHER DOCUMENT REFLECTED ON THE LIST OF CLOSING DOCUMENTS
ATTACHED AS EXHIBIT F TO THIS AGREEMENT.
5.2
EACH ADVANCE AND LETTER OF CREDIT.
THE
LENDERS SHALL NOT BE REQUIRED TO MAKE ANY ADVANCE, OR ISSUE ANY LETTER OF
CREDIT, UNLESS ON THE APPLICABLE BORROWING