BUYER MAY
ASSIGN ITS RIGHTS HEREUNDER TO AN AFFILIATE WHICH IS A SUBSIDIARY OF LEVEL 3;
PROVIDED, FURTHER THAT SUCH AFFILIATE ENTERS INTO A WRITTEN AGREEMENT WITH THE
OTHER PARTIES HERETO TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ALL
RESPECTS AND TO THE SAME EXTENT AS THE ASSIGNING PARTY IS BOUND AND PROVIDED
THAT THE ASSIGNING PARTY SHALL CONTINUE TO BE BOUND BY ALL OF THE OBLIGATIONS
HEREUNDER AS IF SUCH ASSIGNMENT HAD NOT OCCURRED AND TO PERFORM SUCH OBLIGATIONS
TO THE EXTENT SUCH AFFILIATE FAILS TO DO SO.
NOTWITHSTANDING THE FOREGOING,
LEVEL 3 SHALL NOT BE RELIEVED OF ITS OBLIGATION TO ISSUE THE SHARES OR TO
GUARANTEE THE OBLIGATIONS OF BUYER HEREUNDER FOLLOWING ANY PERMITTED ASSIGNMENT
HEREUNDER AND LEUCADIA SHALL NOT BE RELIEVED OF ITS OBLIGATION TO GUARANTEE THE
OBLIGATIONS OF SELLER HEREUNDER FOLLOWING ANY PERMITTED ASSIGNMENT HEREUNDER.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND SHALL BE BINDING UPON THE
SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES HERETO.
SECTION 13.2.
GOVERNING LAW, JURISDICTION.
THIS AGREEMENT SHALL BE CONSTRUED,
PERFORMED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK.
THE PARTIES HERETO IRREVOCABLY ELECT AS THE SOLE JUDICIAL
FORUM FOR THE ADJUDICATION OF ANY MATTERS ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT, AND CONSENT TO THE JURISDICTION OF, THE COURTS OF THE COUNTY OF
NEW YORK, STATE OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK.
SECTION 13.3.
EXPENSES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, REGARDLESS OF
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, (I) EACH OF
THE SELLER AND
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LEUCADIA, ON THE ONE HAND, AND THE BUYER AND LEVEL 3, ON THE OTHER HAND, WILL
PAY ITS OWN COSTS AND EXPENSES INCIDENT TO, PREPARING FOR, ENTERING INTO AND
CARRYING OUT THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND (II) THE SELLER AND LEUCADIA SHALL PAY SUCH COSTS AND
EXPENSES OF THE COMPANY AND ITS SUBSIDIARIES TO THE EXTENT NOT PAID PRIOR TO THE
CLOSING OR NOT REFLECTED IN THE FINAL DETERMINATION OF ACTUAL ADJUSTED NET
WORKING CAPITAL.
SECTION 13.4.
SEVERABILITY.
IN THE EVENT THAT ANY PART OF THIS AGREEMENT IS
DECLARED BY ANY COURT OR OTHER JUDICIAL OR ADMINISTRATIVE BODY TO BE NULL, VOID
OR UNENFORCEABLE, SAID PROVISION SHALL SURVIVE TO THE EXTENT IT IS NOT SO
DECLARED, AND ALL OF THE OTHER PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL
FORCE AND EFFECT.
SECTION 13.5.
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN (I) ON THE DATE OF SERVICE IF SERVED PERSONALLY ON THE PARTY TO WHOM
NOTICE IS TO BE GIVEN OR (II) ON THE DAY AFTER DELIVERY (OR IF DELIVERED ON A
SATURDAY, THE NEXT FOLLOWING BUSINESS DAY) TO FEDERAL EXPRESS OR SIMILAR
OVERNIGHT COURIER OR THE EXPRESS MAIL SERVICE MAINTAINED BY THE UNITED STATES
POSTAL SERVICE (IN ALL CASES MAILED FOR NEXT DAY