PROPERTIES, WHETHER CURRENTLY OR
FORMERLY OWNED OR OPERATED, OF THE COMPANY OR THE RETAINED SUBSIDIARIES OR THEIR
PREDECESSORS AS OF THE CLOSING DATE, WHICH IS OUTSTANDING AND WOULD REASONABLY
BE EXPECTED TO RESULT IN THE COMPANY OR ANY RETAINED SUBSIDIARY INCURRING
MATERIAL LIABILITY UNDER ENVIRONMENTAL LAWS;
(C)
EACH OF THE COMPANY AND THE RETAINED
SUBSIDIARIES IS NOT SUBJECT TO ANY OUTSTANDING ORDERS ARISING UNDER
ENVIRONMENTAL LAWS NOR ARE THERE ANY ADMINISTRATIVE, CIVIL OR CRIMINAL ACTIONS,
SUITS OR PROCEEDINGS PENDING OR, TO THE SELLER'S KNOWLEDGE, THREATENED, AGAINST
THE COMPANY OR THE RETAINED SUBSIDIARIES, OR TO SELLER'S KNOWLEDGE, THEIR
PREDECESSORS UNDER ANY ENVIRONMENTAL LAW;
(D)
TO THE SELLER'S KNOWLEDGE, THERE HAS BEEN NO
RELEASE OF HAZARDOUS MATERIALS BY THE COMPANY OR ANY RETAINED SUBSIDIARY AT, ON
OR UNDER ANY OF THE COMPANY REAL PROPERTY OR OTHER PROPERTIES CURRENTLY OR
FORMERLY OWNED OR LEASED BY THE COMPANY OR THE RETAINED SUBSIDIARIES OR THEIR
PREDECESSORS, WHICH WOULD REASONABLY BE EXPECTED TO RESULT IN THE COMPANY OR ANY
RETAINED SUBSIDIARY OR THEIR PREDECESSORS INCURRING ANY MATERIAL LIABILITY OR
DAMAGES UNDER ENVIRONMENTAL LAWS;
(E)
THE SELLER HAS MADE AVAILABLE TO THE BUYER
COPIES OF ALL MATERIAL ENVIRONMENTAL STUDIES, INVESTIGATIONS, REPORTS OR
ASSESSMENTS PREPARED BY OR FOR THE SELLER, OR IN THE SELLER'S POSSESSION,
CONCERNING THE COMPANY, ITS RETAINED SUBSIDIARIES, THE COMPANY REAL PROPERTY AND
ANY REAL PROPERTY PREVIOUSLY OWNED, OPERATED OR USED FOR DISPOSAL BY THE COMPANY
OR THE RETAINED SUBSIDIARIES OR THEIR PREDECESSORS, WHICH ARE IN THE POSSESSION,
CUSTODY OR CONTROL OF THE SELLER.
(F)
THIS SECTION 5.24 SHALL CONSTITUTE THE
SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES REGARDING ENVIRONMENTAL
MATTERS, ENVIRONMENTAL LAWS OR HAZARDOUS MATERIALS.
SECTION 5.25.
NO BROKERS.
NO BROKER, FINDER OR SIMILAR INTERMEDIARY HAS ACTED
FOR OR ON BEHALF OF, OR IS ENTITLED TO ANY BROKER'S, FINDER'S OR SIMILAR FEE OR
OTHER COMMISSION FROM EITHER OF LEUCADIA, THE SELLER, THE COMPANY OR ITS
SUBSIDIARIES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 5.26.
ACQUISITION OF THE SHARES.
(A)
THE SELLER IS ACQUIRING THE
SHARES TO BE ISSUED BY LEVEL 3 HEREUNDER FOR ITS OWN ACCOUNT FOR INVESTMENT AND
NOT WITH A VIEW TOWARDS THE RESALE, TRANSFER OR DISTRIBUTION THEREOF, NOR WITH
ANY PRESENT INTENTION OF DISTRIBUTING SUCH SHARES IN VIOLATION OF APPLICABLE
FEDERAL SECURITIES LAWS.
(B)
THE SELLER HAS SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF ITS INVESTMENT IN THE COMPANY AS CONTEMPLATED BY THIS AGREEMENT,
AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
THE SELLER HAS BEEN AFFORDED ACCESS TO LEVEL 3'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 AND THE LEVEL 3'S
QUARTERLY REPORT ON
34
FORM 10-Q FOR FISCAL QUARTERS ENDED MARCH 31, 2005 AND JUNE 30, 2005 ("LEVEL 3
SEC REPORTS") AND HAS BEEN AFFORDED AN OPPORTUNITY TO ASK QUESTIONS OF AND
RECEIVE ANSWERS FROM REPRESENTATIVES OF LEVEL 3 AND THE BUYER CONCERNING THE
TERMS AND CONDITIONS