Common use of DOCUMENTS REQUIRED FOR CLOSING Clause in Contracts

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Administrative Agent the following: (A) This Second Amendment, the Second Replacement Revolving Loan Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment; (B) A certified (as of the date of this Second Amendment) copy of resolutions of Borrower's Board of Directors authorizing the execution, delivery and performance of this Second Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein; (C) A certificate (dated the date of this Second Amendment) of Borrower's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Second Amendment and each other document to be executed and/or delivered pursuant hereto; (D) Receipt and approval by Lenders of the Stock Purchase Agreement, all schedules thereto, and all related instruments, agreements and documents; (E) EARS, Inc., a Delaware corporation, a guarantor and surety for the Obligations, shall unconditionally reaffirm in writing its suretyship for the Obligations and consent to this Second Amendment; and (F) Such other instruments, agreements and documents as may be required by each Lender and/or its counsel.

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Administrative Agent Banks the following: (A) This Second Amendment, the Second Replacement Revolving Loan Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment; (B) A certified secretary's certificate (as of the date of this Second Amendment) attaching a copy of resolutions of Borrowereach Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Second Amendment and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to hereinherein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agent; (CB) A certificate (dated the date of this Second Amendmentof) of Borrowereach Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Second Amendment and each other document to be executed and/or delivered pursuant heretohereto or thereto; (C) TDH Investors and Agent on behalf of Banks shall execute and exchange a subordination agreement in respect of the TDH Subordinated Indebtedness in form and substance satisfactory to Agent, Banks and their counsel; (D) Receipt and approval by Lenders Copies of the Stock Purchase Agreement, all schedules thereto, and all related instruments, agreements and documentsdocuments evidencing the TDH Subordinated Indebtedness; (E) EARSIn consideration of the agreement of Banks to continue to forbear pursuant to this Amendment, Inc., a Delaware corporation, a guarantor and surety Company Affiliates shall pay to Agent for the Obligations, ratable benefit of Banks a forbearance extension fee in the amount of Fifty Thousand ($50,000.00) Dollars (which fee shall unconditionally reaffirm in writing its suretyship for be deemed part of the Obligations secured by the Collateral) upon execution and consent to exchange of this Second Amendment; and (F) Such other instruments, agreements and documents as may be required by each Lender Banks and/or its their counsel.

DOCUMENTS REQUIRED FOR CLOSING. Borrower The Borrowers shall have duly executed and/or delivered to the Banks, prior to the initial disbursement of the Loans or the issuance of the initial Letter of Credit (or caused to be duly executed and/or delivered) to Administrative Agent the "Closing"), the following: (A) This Second Amendment, the Second Replacement Revolving Loan The Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment; (B) A certified (as of the date of this Second Amendmentthe Closing) copy of resolutions of Borrower's Board the Borrowers' boards of Directors directors authorizing the execution, delivery and performance of this Second Amendment Agreement, the Notes and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to hereinhereto; (C) A certified (as of the date of the Closing) copy of each of the Borrowers' by-laws; (D) A certificate (dated as of the date of this Second Amendmentthe Closing) of Borrower's each of the Borrowers' corporate secretary as to the incumbency and specimen signatures of the officers of such Borrower executing signing this Second Amendment Agreement, the Notes and each other document to be executed and/or delivered pursuant hereto; (DE) Receipt and approval by Lenders A copy, certified as of the Stock Purchase most recent date practicable, by the Secretary of State of Delaware, of each of the Borrowers' certificate of incorporation, together with a certificate (dated as of the date of the Closing) of each of the Borrowers' corporate secretary to the effect that such certificate of incorporation has not been amended since the date of the aforesaid certification; (F) Certificates, as of the most recent dates practicable, of the aforesaid secretary of state, the secretary of state of each state in which the Borrowers are qualified as a foreign corporation and the department of revenue or taxation of each of the foregoing states, as to the good standing or valid existence of each of the Borrowers; (G) A written opinion of Messrs. Powell, Goldstein, Xxxxxx & Xxxxxx, the Borrowers' counsel, dated the date of the Closing and addressed to the Banks, substantially in form satisfactory to the Banks, to the effect that: (1) Each of the Borrowers is a corporation duly organized, existing and in good standing under the Laws of the State of Delaware and is qualified to transact business and validly exists in the State of Georgia and, to the knowledge of such counsel, is not required to be qualified as a foreign corporation in any other jurisdiction; (2) Each of the Borrowers has the power to execute and deliver this Agreement, all schedules theretoto borrow money hereunder, to execute and deliver the Notes and to perform its obligations hereunder and thereunder; (3) All corporate action by each of the Borrowers, and all related instrumentsconsents and approvals of any Persons, agreements necessary to the validity of this Agreement, the Notes and documents; (E) EARSeach other document to be delivered hereunder have been duly obtained, Inc.and this Agreement, a Delaware corporationthe Notes and such other documents do not conflict with any provision of the certificate of incorporation or by-laws of either of the Borrowers, a guarantor and surety for or of any applicable Laws or any other material agreement binding upon either of the Obligations, shall unconditionally reaffirm in writing Borrowers or its suretyship for the Obligations and consent to this Second Amendmentproperty of which such counsel has knowledge; and (F4) Such This Agreement, the Notes and all other instrumentsdocuments to be delivered hereunder have been duly executed by and each is a valid and binding obligation of each of the Borrowers, agreements enforceable in accordance with its terms. (H) A certificate, dated as of the date of the Closing, signed by the president or a vice president of each of the Borrowers to the effect that: (1) The representations and documents warranties set forth in subsection 5.01 are true in all material respects as may be required by each Lender and/or its counselof the date of the Closing; and (2) No Event of Default hereunder, and no event which, with the giving of notice or passage of time or both, would become an Event of Default, has occurred as of such date.

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Administrative Agent Banks the following: (A) This Second Amendment, the Second Replacement Revolving Loan Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment; (B) A certified secretary's certificate (as of the date of this Second AmendmentAgreement) attaching a copy of resolutions of Borrowereach Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Second Amendment Agreement and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to hereinherein and confirming that the articles or certificate of incorporation and by-laws of each Company Affiliate have not changed since last delivered to Agent; (CB) A certificate (dated the date of this Second AmendmentAgreement) of Borrowereach Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Second Amendment Agreement and each other document to be executed and/or delivered pursuant heretohereto or thereto; (C) Payment of Banks' reasonable expenses (including legal fees and disbursements of counsel) in connection with the preparation and negotiation of this Agreement and a closing hereunder; (D) Receipt and approval by Lenders In consideration of the Stock Purchase agreement of Banks to forbear pursuant to this Agreement, all schedules theretoCompany Affiliates acknowledge that Banks, upon execution and all related instrumentsexchange of this Agreement, agreements have earned a forbearance fee in the amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and documentsexchange of this Agreement; and Fifty Thousand ($50,000.00) Dollars on the earlier of December 15, 1999 or the Forbearance Termination Date; (E) EARSEvidence that the computer hardware and software used in the business operations of Company Affiliates are Y2K compliant; (F) Bank shall be satisfied in all respects with Company Affiliates' management of cash and accounts receivable and, Inc.to evaluate such management, Company Affiliates agree to reimburse Banks, on demand, for a Delaware corporationthird party's review of such cash management systems and accounts receivable, a guarantor as well as participation in initial and surety for the Obligations, shall unconditionally reaffirm in writing its suretyship for the Obligations and consent to this Second Amendmentsubsequent audits of Company Affiliates; and (FG) Such other instruments, agreements and documents as may be required by each Lender Banks and/or its their counsel.

DOCUMENTS REQUIRED FOR CLOSING. Borrower shall have duly executed and/or delivered (or caused to be duly executed and/or delivered) to Administrative Agent Banks the following: (A) This Second Amendment, the Second Replacement Revolving Loan Notes, Explanations and Waivers of Rights regarding Confession of Judgment with respect to the Second Replacement Revolving Loan Notes and each other instrument, agreement and document to be executed and/or delivered pursuant to this Second Amendment and/or the instruments, agreements and documents referred to in this Second Amendment; (B) A certified (as of the date of this Second AmendmentAgreement) copy of resolutions of Borrowereach Company Affiliate's Board of Directors authorizing the execution, delivery and performance of this Second Amendment Agreement and each other document to be executed and/or delivered pursuant hereto and any other instrument, agreement or document referred to herein; (B) Certified copies of each Company Affiliate's articles or certificate of incorporation and by-laws; (C) A certificate (dated the date of this Second AmendmentAgreement) of Borrowereach Company Affiliate's corporate secretary as to the incumbency and specimen signatures of the officers of Borrower executing this Second Amendment Agreement and each other document to be executed and/or delivered pursuant heretohereto or thereto; (D) Receipt Payment of Banks' reasonable expenses (including legal fees and approval by Lenders disbursements of counsel) in connection with the Stock Purchase Agreement, all schedules thereto, preparation and all related instruments, agreements negotiation of this Agreement and documentsa closing hereunder; (E) EARSIn consideration of the agreement of Banks to forbear pursuant to this Agreement, Inc.Company Affiliates acknowledge that Banks, upon execution and exchange of this Agreement, have earned a Delaware corporation, a guarantor and surety for forbearance fee in the Obligations, amount of One Hundred Thousand ($100,000.00) Dollars (which fee shall unconditionally reaffirm in writing its suretyship for be deemed part of the Obligations secured by the Collateral) payable to Agent for ratable benefit of Banks as follows: Fifty Thousand ($50,000.00) Dollars upon execution and consent to exchange of this Second AmendmentAgreement; and Fifty Thousand ($50,000.00) Dollars on the Forbearance Termination Date; and (F) Such other instruments, agreements and documents as may be required by each Lender Banks and/or its their counsel.