SHALL PROCEED WITH THE CLOSING AND THE
BUYERS SHALL BE ENTITLED TO WITHHOLD THE AMOUNT REQUIRED TO BE WITHHELD PURSUANT
TO SECTION 1445 OF THE CODE FROM THE PURCHASE PRICE.
(B)
AT THE CLOSING, THE BUYERS SHALL HAVE
RECEIVED FROM MILLENNIUM A DULY EXECUTED FIRPTA CERTIFICATE THAT COMPLIES WITH
THE REQUIREMENTS OF EITHER SECTION 1445(B)(2) OR SECTION 1445(E)(5) OF THE CODE
AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER; NOTWITHSTANDING ANYTHING TO
THE CONTRARY HEREIN, IF MILLENNIUM FAILS TO DELIVER A FIRPTA CERTIFICATE, THE
PARTIES SHALL PROCEED WITH THE CLOSING AND THE BUYERS SHALL BE ENTITLED TO
WITHHOLD THE AMOUNT REQUIRED TO BE WITHHELD PURSUANT TO SECTION 1445 OF THE CODE
FROM THE PURCHASE PRICE.
7.21.
Repayment of Loan Obligations.
(A)
IF THE OPTION IS EXERCISED, THE SELLERS
SHALL DELIVER TO THE BUYERS, NOT LESS THAN FIVE (5) BUSINESS DAYS PRIOR TO THE
CLOSING DATE, A STATEMENT WHICH SHALL SET FORTH A REASONABLY DETAILED GOOD FAITH
ESTIMATE, AS OF THE CLOSING DATE, OF THE CALCULATION OF THE LOAN PAYOFF AMOUNT.
(B)
IF THE OPTION IS EXERCISED, AT OR PRIOR TO
THE CLOSING, IN CONNECTION WITH THE FOREGOING AND WITH RESPECT TO ANY
ENCUMBRANCES ON ANY ASSETS OF THE COMPANIES THAT IN WHOLE OR IN PART WERE
SECURITY FOR THE DEBT FACILITIES (THE "COMPANY LIENS"), EACH OF THE SELLERS AND
CCR SHALL, AND SHALL CAUSE EACH OF THE OTHER COMPANIES TO, NEGOTIATE AND ENTER
INTO APPROPRIATE AGREEMENTS WITH THE LENDERS UNDER THE DEBT FACILITIES TO OBTAIN
AS OF THE CLOSING EVIDENCE OF THE REPAYMENT OF THE LOAN PAYOFF AMOUNT AND THE
RELEASE OF ALL COMPANY LIENS (THE "PAYOFF AND RELEASE OF LIENS").
TO THE EXTENT
APPLICABLE, SUCH PAYOFF AND RELEASE OF LIENS SHALL INCLUDE (I) PAYOFF LETTERS
AND OTHER WRITTEN DOCUMENTATION EVIDENCING THE RELEASE, AS OF THE CLOSING DATE
AND AFTER GIVING EFFECT TO THE PAYMENTS CONTEMPLATED BY SUCH PAYOFF LETTERS
PURSUANT TO THIS SECTION 7.21(B), OF THE COMPANIES FROM ANY AND ALL OBLIGATIONS
AND LIENS UNDER OR IN CONNECTION WITH ANY INDEBTEDNESS UNDER THE DEBT
FACILITIES, INCLUDING THE RELEASE OF ALL LIENS UPON OR IN ANY OF THE RESPECTIVE
PROPERTIES AND ASSETS OF, AND ANY GUARANTEES BY, ANY OF THE COMPANIES ARISING
UNDER OR IN CONNECTION WITH THE DEBT FACILITIES; AND (II) THE DELIVERY OF
UNIFORM COMMERCIAL CODE AMENDMENTS OR COLLATERAL CHANGE STATEMENTS (IN EACH CASE
TERMINATING UNIFORM COMMERCIAL CODE
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FINANCING STATEMENTS OF RECORD), DISCHARGES OR OTHER APPROPRIATE TERMINATION
STATEMENTS, RECORDINGS AND OTHER ACTIONS IN CONNECTION WITH THE PAYOFF AND
RELEASE OF LIENS.
(C)
IF THE OPTION IS EXERCISED, AT THE BUYERS'
REQUEST, THE SELLERS AND THE COMPANIES SHALL USE COMMERCIALLY REASONABLE EFFORTS
(AT BUYERS' EXPENSE) TO COOPERATE WITH THE BUYERS TO ENABLE THE COMPANIES TO
REFINANCE THE DEBT FACILITIES AT THE CLOSING; PROVIDED THAT THERE SHALL BE NO
ADVERSE CONSEQUENCE TO SELLERS OR THE COMPANIES THEREFROM; AND, PROVIDED
FURTHER, THAT THE SELLERS AND THE COMPANIES SHALL NOT (1) HAVE ANY LIABILITY OR
OBLIGATION ARISING FROM SUCH REFINANCING, EXCEPT ANY LIABILITY OR OBLIGATION OF
THE COMPANIES (AND NOT SELLERS) ARISING