REQUIRED TO KEEP CONFIDENTIAL PURSUANT TO THIS SENTENCE SHALL BE REFERRED TO AS
"CONFIDENTIAL INFORMATION"). NEITHER SELLER NOR ITS AFFILIATES SHALL DISCLOSE,
OR PERMIT ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR
REPRESENTATIVES TO DISCLOSE, ANY CONFIDENTIAL INFORMATION TO ANY OTHER PERSON OR
USE SUCH INFORMATION TO THE DETRIMENT OF BUYER OR ITS AFFILIATES; PROVIDED, THAT
SUCH PARTY MAY USE AND DISCLOSE ANY SUCH INFORMATION (I) ONCE IT HAS BEEN
PUBLICLY DISCLOSED (OTHER THAN BY SUCH PARTY IN BREACH OF ITS OBLIGATIONS UNDER
THIS SECTION 5.1(E)) OR (II) TO THE EXTENT THAT SUCH PARTY MAY, IN THE
REASONABLE JUDGMENT OF ITS COUNSEL, BE COMPELLED BY LAW TO DISCLOSE ANY OF SUCH
INFORMATION, SUCH PARTY MAY DISCLOSE SUCH INFORMATION IF IT HAS USED
COMMERCIALLY REASONABLE EFFORTS, AND HAS AFFORDED BUYER THE OPPORTUNITY, TO
OBTAIN AN APPROPRIATE PROTECTIVE ORDER, OR OTHER SATISFACTORY ASSURANCE OF
CONFIDENTIAL TREATMENT, FOR THE INFORMATION COMPELLED TO BE DISCLOSED. EXCEPT IN
RESPECT OF EXCLUDED ASSETS AND EXCLUDED LIABILITIES, THE SELLER CONFIDENTIALITY
AGREEMENT SHALL TERMINATE UPON THE CLOSING WITH NO FURTHER LIABILITY THEREUNDER
ON THE PART OF ANY PARTY THERETO.
SECTION 5.2
CONDUCT OF BUSINESS. DURING THE PERIOD FROM THE DATE
HEREOF TO THE CLOSING (AND, FOLLOWING THE CLOSING, WITH RESPECT TO ANY DISPUTED
MCE SYSTEM THAT IS NOT A BUYER MANAGED MCE SYSTEM, UNTIL THE EXPIRATION OF THE
MCE PERIOD), EXCEPT AS OTHERWISE EXPRESSLY CONTEMPLATED BY THIS AGREEMENT, AS
SET FORTH ON SCHEDULE 5.2 OF THE SELLER DISCLOSURE SCHEDULE OR AS BUYER
OTHERWISE AGREES IN WRITING IN ADVANCE, SELLER SHALL (X) CONDUCT, AND SHALL
CAUSE ITS AFFILIATES TO CONDUCT, EACH SPECIFIED BUSINESS IN THE ORDINARY COURSE
AND IN ACCORDANCE WITH APPLICABLE MATERIAL LAWS (INCLUDING, SUBJECT TO
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Section 5.2(s), completing line extensions, placing conduit or cable in new
developments, fulfilling installation requests and work on existing and planned
construction projects), (y) use its commercially reasonable efforts to preserve
intact each Specified Business and its relationship with its customers,
suppliers, creditors and employees (it being understood that no increases in any
compensation or any incentive compensation or similar compensation shall be
required in respect thereof except to the extent such increase is required in
the Ordinary Course of Business) and (z) use its commercially reasonable efforts
to perform and honor all of its post-petition obligations under any Contract as
they become due and otherwise discharge and satisfy all Liabilities thereunder
as and when they become due. During the period from the date hereof to the
Closing (and, following the Closing, with respect to any Disputed MCE System
that is not a Buyer Managed MCE System, until the expiration of the MCE Period),
except as otherwise contemplated by this Agreement or any Ancillary Agreement or
as Buyer shall otherwise consent (provided, that Buyer shall respond as soon as
reasonably practicable but in no event later than five Business Days following
receipt of Seller's written request for such response) or as set forth in the
applicable sections of Schedule 5.2 of the Seller Disclosure Schedule, Seller
shall, and shall cause