E ATTACHED HERETO AND EXECUTED BY SUCH COUNSEL;
XVI.
DELIVERY TO SECURED PARTY OF A COUNTERPART OF
THE COAST PAYMENT LETTER EXECUTED BY COAST, AND THE LAURUS PAYMENT LETTER
EXECUTED BY LAURUS, IN EACH CASE CONSENTED TO BY DEBTOR;
XVII.
DELIVERY TO SECURED PARTY OF TERMINATION
STATEMENTS BY LAURUS AND COAST OF ALL UCC FINANCING STATEMENTS, IF ANY, AND
DISCHARGES OF LIENS, IF ANY, HELD BY COAST AGAINST THE PURCHASED ASSETS IN FORM
AND SUBSTANCE SATISFACTORY TO SECURED PARTY; AND
XVIII.
PAYMENT BY BUYER TO SECURED PARTY OF AN AMOUNT
EQUAL TO THE LESSER OF THE AMOUNT PAYABLE BY BUYER PURSUANT TO: (I) SECTION
3.1(B) OR (II) THE SECURED PARTY PAYMENT LETTER, SETTING FORTH THE INDEBTEDNESS
DUE TO SECURED PARTY BY DEBTOR PURSUANT TO THE LOAN AND SECURITY AGREEMENT (THE
"SECURED PARTY PAYMENT LETTER").
SECTION 6.
ADDITIONAL DOCUMENTS.
SECURED PARTY AND
DEBTOR AGREE THAT, AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE,
THEY WILL, UPON THE REASONABLE REQUEST OF THE BUYER, DO, EXECUTE, ACKNOWLEDGE
AND DELIVER, OR CAUSE TO BE DONE, EXECUTED, ACKNOWLEDGED OR DELIVERED, ALL SUCH
FURTHER ACTS, DEEDS, ASSIGNMENTS, TRANSFERS, CONVEYANCES, POWERS OF ATTORNEY OR
ASSURANCES AS MAY BE REASONABLY REQUIRED FOR THE BETTER ASSIGNING, TRANSFERRING,
GRANTING,
CONVEYING, ASSURING AND CONFIRMING TO THE BUYER, FOR AIDING AND ASSISTING IN THE
REDUCTION TO POSSESSION BY THE BUYER OF, OR FOR INSURING THE ENFORCEABILITY OF,
THE PURCHASED ASSETS.
SECTION 7.
APPLICATION OF PROCEEDS.
CASH PROCEEDS
PAID OR PAYABLE BY BUYER UNDER SECTION 3 SHALL BE PAID AND APPLIED, OR PAID
OVER, AS THE CASE MAY BE, AS FOLLOWS:
FIRST, PAID TO SECURED PARTY AND APPLIED TO SECURED PARTY'S REASONABLE EXPENSES
IN CONNECTION WITH NEGOTIATION, PREPARATION AND CLOSING OF THIS AGREEMENT;
SECOND, PAID TO SECURED PARTY AND APPLIED TO SATISFACTION OF THE INDEBTEDNESS
AND OBLIGATIONS SECURED BY SECURED PARTY'S SECURITY INTERESTS IN THE LOANS, IN
THE MANNER PRESCRIBED BY THE LOAN AND SECURITY AGREEMENT TO THE EXTENT NOT
INCONSISTENT WITH THE REQUIREMENTS OF THIS SECTION 7, UNTIL SUCH INDEBTEDNESS
AND OBLIGATIONS ARE PAID IN FULL;
THIRD, TO THE EXTENT OF THE AMOUNT OF $124,052.00, PAID TO SECURED PARTY AND
HELD BY SECURED PARTY AS CASH COLLATERAL FOR DEBTOR'S INDEMNITY OBLIGATIONS
UNDER THE LOAN AND SECURITY AGREEMENT; WHICH CASH COLLATERAL SHALL CONSTITUTE
"COLLATERAL" UNDER THE LOAN AND SECURITY AGREEMENT TO BE HELD PURSUANT THERETO.
THE SECURED PARTY AND DEBTOR HEREBY ACKNOWLEDGE AND AGREE THAT BUYER SHALL HAVE
NO RESPONSIBILITY, LIABILITY OR OBLIGATION WITH RESPECT TO (X) THE CASH
COLLATERAL ONCE SAME HAS BEEN PAID TO SECURED PARTY OR (Y) THE INDEMNITY
OBLIGATIONS.
FOURTH, PAID OVER TO LAURUS, TO THE EXTENT OF THE PAYMENT AMOUNT SPECIFIED IN
THE LAURUS PAYMENT LETTER, ACCORDING TO THE PAYMENT INSTRUCTIONS SPECIFIED FOR
IT THEREIN;
FIFTH, PAID OVER TO COAST, TO THE EXTENT OF THE PAYMENT AMOUNT, IF ANY,
SPECIFIED IN THE COAST PAYOFF LETTER, ACCORDING TO THE PAYMENT INSTRUCTIONS, IF
ANY, SPECIFIED FOR IT THEREIN;
SIXTH, PAID OVER TO DEBTOR.
FOR AVOIDANCE OF DOUBT, IT IS UNDERSTOOD AND AGREED THAT, UPON PAYMENT