THE CLOSING DATE, THE BUYER AND LEVEL 3
SHALL PROMPTLY GIVE WRITTEN NOTICE WITH PARTICULARITY UPON HAVING KNOWLEDGE OF
ANY MATTER THAT CONSTITUTES OR IS REASONABLY LIKELY TO CONSTITUTE A BREACH OF
ANY REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT OF THE BUYER OR LEVEL 3
CONTAINED IN THIS AGREEMENT.
NO NOTIFICATION PURSUANT TO THIS SECTION 8.3 SHALL
QUALIFY ANY REPRESENTATION OR WARRANTY OF THE BUYER OR LEVEL 3 OR THE CONDITIONS
TO THE OBLIGATIONS OF THE SELLER OR LEUCADIA.
SECTION 8.4.
LISTING OF SHARES.
LEVEL 3 SHALL FILE A NOTIFICATION FORM FOR
LISTING OF ADDITIONAL SHARES WITH THE NASDAQ STOCK MARKET FOR THE SHARES TO BE
ISSUED HEREUNDER.
SECTION 8.5.
WILTEL BENEFITS PLANS.
FROM AND AFTER THE CLOSING DATE UNTIL THE
SECOND ANNIVERSARY THEREOF, LEVEL 3 SHALL NOT, AND SHALL CAUSE THE COMPANY NOT
TO TERMINATE, MODIFY OR AMEND THE SEVERANCE PLAN IN ANY MANNER THAT WOULD
ADVERSELY AFFECT THE RIGHTS, BENEFITS AND PRIVILEGES OF THE PARTICIPANTS IN THE
SEVERANCE PLAN.
FOLLOWING THE CLOSING, LEVEL 3 SHALL, AND SHALL CAUSE THE
COMPANY (A) TO COMPLY WITH ALL OBLIGATIONS AND MAKE ALL PAYMENTS UNDER THE
SEVERANCE PLAN, THE WILTEL COMMUNICATIONS, LLC EMPLOYEE RETENTION PLAN AND THE
MISCELLANEOUS RETENTION PLANS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS AND
(B) IF NOT PREVIOUSLY PAID, TO PAY TO THE PARTICIPANTS IN THE WILTEL
COMMUNICATIONS, LLC LONG-TERM CASH INCENTIVE PLAN IN ACCORDANCE WITH THE TERMS
OF SUCH PLAN EQUAL TO THE AMOUNTS SET FORTH ON SCHEDULE 7.1(A)(VII) AND TO PAY
TO THE PARTICIPANTS IN THE COMPANY'S 2005 BONUS PLAN IN ACCORDANCE WITH THE
TERMS OF SUCH PLAN THE AMOUNTS ACCRUED ON THE CLOSING BALANCE SHEET WITH RESPECT
TO SUCH BONUS PLAN; PROVIDED, HOWEVER, THAT IN THE EVENT THE CLOSING OCCURS
BEFORE DECEMBER 31, 2005, THEN SOLELY FOR PURPOSES OF THE FOREGOING
CALCULATIONS, THE CLOSING SHALL BE DEEMED TO HAVE OCCURRED ON JANUARY 2, 2006.
SECTION 8.6.
ACCESS TO PROPERTIES AND RECORDS.
FOLLOWING THE CLOSING, LEVEL 3
AND BUYER SHALL CAUSE EACH OF THE COMPANY AND THE RETAINED SUBSIDIARIES TO
AFFORD TO LEUCADIA AND THE SELLER, AND TO THE ACCOUNTANTS, COUNSEL AND
REPRESENTATIVES OF LEUCADIA AND THE SELLER, REASONABLE ACCESS TO ALL PROPERTIES,
BOOKS, CONTRACTS, COMMITMENTS AND FILES AND RECORDS OF THE COMPANY AND THE
RETAINED SUBSIDIARIES AND SHALL MAKE AVAILABLE TO LEUCADIA AND THE SELLER, AND
TO THE ACCOUNTANTS, COUNSEL AND REPRESENTATIVES OF LEUCADIA AND THE SELLER, SUCH
OF THE OFFICERS AND EMPLOYEES OF THE COMPANY AND ITS RETAINED SUBSIDIARIES AS
LEUCADIA AND THE SELLER MAY REASONABLY REQUEST SOLELY FOR THE PURPOSE OF THE
TIMELY (I) PREPARATION OF THE COMPANY'S 2005 CONSOLIDATED FINANCIAL STATEMENTS,
(II) PREPARATION OF INTERNAL REPORTING PACKAGES, SUPPLEMENTAL SCHEDULES AND
RESPONSES TO REVIEW QUESTIONS NORMALLY REQUESTED AS PART OF LEUCADIA'S 2005
ANNUAL CLOSING PROCESS, (III) COMPLETION OF MANAGEMENT'S 2005 ASSESSMENT OF THE
EFFECTIVENESS OF THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING,
(IV) COMPLETION OF THE REPORT OF LEUCADIA'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS WITH RESPECT TO THEIR 2005 AUDIT OF THE COMPANY'S FINANCIAL
STATEMENTS, THEIR 2005 AUDIT OF MANAGEMENT'S ASSESSMENT OF THE COMPANY'S
INTERNAL CONTROL