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RELATE TO THE COMPANY AND ITS RETAINED SUBSIDIARIES AND TO THE EXTENT REASONABLY
NECESSARY TO EVALUATE THE PURCHASE OF THE MEMBERSHIP UNITS) OF THE COMPANY AND
ITS SUBSIDIARIES AND, DURING SUCH PERIOD, SHALL FURNISH PROMPTLY TO THE BUYER
AND LEVEL 3 ALL OTHER INFORMATION CONCERNING THE COMPANY AND THE RETAINED
SUBSIDIARIES, PROPERTIES AND PERSONNEL AS THE BUYER AND LEVEL 3 MAY REASONABLY
REQUEST TO EVALUATE THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED THAT NEITHER
LEUCADIA NOR THE SELLER SHALL BE REQUIRED TO PROVIDE ACCESS TO ANY SUCH
PROPERTIES, PERSONNEL OR INFORMATION TO THE EXTENT RELATING EXCLUSIVELY TO THE
EXCLUDED ASSETS OR EXCLUDED LIABILITIES.
LEUCADIA AND THE SELLER ALSO SHALL
CAUSE EACH OF THE COMPANY AND THE RETAINED SUBSIDIARIES TO AFFORD TO THE BUYER
AND LEVEL 3 REASONABLE ACCESS TO ITS ASSETS AND OPERATIONS THROUGHOUT THE PERIOD
PRIOR TO THE CLOSING DATE TO EVALUATE THE TRANSACTIONS CONTEMPLATED HEREBY.
UNLESS OTHERWISE AGREED TO BY LEUCADIA AND THE SELLER, ALL INFORMATION PROVIDED
TO BUYER AND LEVEL 3 AND THEIR ADVISORS AND REPRESENTATIVES SHALL BE KEPT
CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF THE CONFIDENTIALITY AGREEMENT;
PROVIDED, HOWEVER, THAT SUCH OBLIGATION WILL TERMINATE UPON THE CLOSING WITH
RESPECT TO INFORMATION RELATING TO THE COMPANY AND THE RETAINED SUBSIDIARIES
(EXCEPT, IF THE BUYER HAS NOT EXERCISED THE BENEFIT PLAN SUBSTITUTION RIGHT
PURSUANT TO SECTION 2.2(B), IN CONNECTION WITH LEVEL 3'S AND THE BUYER'S
INVESTIGATION OF THE TRANSFERRED BENEFIT PLANS IN ACCORDANCE WITH
SECTION 7.16).
NO INVESTIGATION OR RECEIPT OF INFORMATION PURSUANT TO THIS
SECTION 7.3 SHALL QUALIFY ANY REPRESENTATION OR WARRANTY OF LEUCADIA OR THE
SELLER OR THE CONDITIONS TO THE OBLIGATIONS OF THE BUYER OR LEVEL 3.
SECTION 7.4.
PRE-CLOSING TRANSFERS.
ON OR PRIOR TO THE CLOSING, LEUCADIA AND
THE SELLER SHALL CAUSE THE COMPANY AND THE RETAINED SUBSIDIARIES TO TRANSFER TO
ONE OR MORE ENTITIES DIRECTLY OR INDIRECTLY WHOLLY OWNED BY LEUCADIA (OTHER THAN
THE COMPANY OR THE RETAINED SUBSIDIARIES) (THE "TRANSFEREE") ALL OF THE RIGHT,
TITLE AND INTEREST OF THE COMPANY AND THE RETAINED SUBSIDIARIES IN AND TO THE
EXCLUDED ASSETS.
SUCH TRANSFER SHALL BE ON AN "AS IS, WHERE IS" BASIS, AND THE
COMPANY AND THE RETAINED SUBSIDIARIES WILL MAKE NO REPRESENTATIONS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, TO THE TRANSFEREE WITH RESPECT TO THE
EXCLUDED ASSETS AND THE TRANSFEREE WILL HAVE NO RECOURSE AGAINST THE COMPANY AND
THE RETAINED SUBSIDIARIES WITH RESPECT TO THE EXCLUDED ASSETS OR THE EXCLUDED
LIABILITIES.
IN ADDITION, LEUCADIA AND THE SELLER SHALL CAUSE THE TRANSFEREE TO
ASSUME AND TO PAY, PERFORM, SETTLE AND DISCHARGE WHEN DUE ALL OBLIGATIONS WITH
RESPECT TO THE EXCLUDED LIABILITIES.
FURTHERMORE, TO THE EXTENT THAT ANY OF THE
EXCLUDED ASSETS OR THE EXCLUDED LIABILITIES REQUIRE THE COMPANY AND THE RETAINED
SUBSIDIARIES TO PERFORM OBLIGATIONS THEREUNDER (INCLUDING ANY GUARANTEES),
LEUCADIA AND THE SELLER SHALL, PRIOR TO THE CLOSING, OBTAIN FROM THE OTHER
PARTIES THERETO THE WRITTEN UNCONDITIONAL RELEASE OF THE COMPANY AND THE
RETAINED SUBSIDIARIES FROM ALL OBLIGATIONS (INCLUDING ANY GUARANTEES) AND
LIABILITIES UNDER SUCH CONTRACTS AND PROVIDE ANY REQUIRED NOTICES TO