A WAIVER OF ANY OTHER TERM, PROVISION OR
CONDITION OF THIS AGREEMENT.
5.8.
ASSIGNMENT.
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO
SHALL INURE TO THE BENEFIT OF AND SHALL BE BINDING UPON THE AUTHORIZED
SUCCESSORS AND PERMITTED ASSIGNS OF EACH PARTY.
NONE OF THE PARTIES MAY ASSIGN
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR DESIGNATE ANOTHER PERSON
(I) TO PERFORM ALL OR PART OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR (II) TO
HAVE ALL OR PART OF ITS RIGHTS AND BENEFITS UNDER THIS AGREEMENT, IN EACH CASE
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
IN THE EVENT OF ANY
ASSIGNMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE ASSIGNEE SHALL
SPECIFICALLY ASSUME AND BE BOUND BY THE PROVISIONS OF THE AGREEMENT BY EXECUTING
AND AGREEING TO AN ASSUMPTION AGREEMENT REASONABLY ACCEPTABLE TO THE COMPANY.
5.9.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE INSTRUMENT
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5.10.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO RESPECTING THE SUBJECT MATTER HEREOF AND SUPERSEDES
ALL PRIOR AGREEMENTS, NEGOTIATIONS, UNDERSTANDINGS, REPRESENTATIONS AND
STATEMENTS RESPECTING THE SUBJECT MATTER HEREOF, WHETHER WRITTEN OR ORAL,
INCLUDING, WITHOUT LIMITATION.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1, NO
MODIFICATION, ALTERATION, WAIVER OR CHANGE IN ANY OF THE TERMS OF THIS AGREEMENT
SHALL BE VALID OR BINDING UPON THE PARTIES HERETO UNLESS MADE IN WRITING AND
DULY EXECUTED BY THE COMPANY AND SOUTHEASTERN.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
LEVEL 3 COMMUNICATIONS, INC.
By:
/s/ Thomas C. Stortz
Name:
Thomas C. Stortz
Title:
Executive Vice President and Chief Legal Officer
SOUTHEASTERN ASSET MANAGEMENT, INC., on behalf of certain institutional clients
By:
/s/ Andrew R. McCarroll
Name: Andrew R. McCarroll
Title: Vice President and General Counsel
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