Common use of Conduct of Business Pending Merger Clause in Contracts

Conduct of Business Pending Merger. (a) From the date of this Agreement until the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other party, each of the Company and the Parent shall: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except as contemplated by this Agreement or otherwise consented to in writing by the other party, from the date of this Agreement until the Effective Time, each of the Company and the Parent shall not do any of the following: (i) adopt any amendments to its certificate or articles of incorporation which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities; (iii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof; (iv) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtedness) that is material to the Company or the Parent, as the case may be, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company or the Parent that is material to the Company or the Parent, as the case may be, or (C) make any loans, advances or capital contributions to, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, material to the Company or the Parent, as the case may be; (vii) (A) increase the compensation payable to or to become payable to any director or officer, except for increases in salary or wages payable or to become payable in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements in effect on the date of this Agreement) to, or enter into or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement with, any director, officer or employee; (viii) (A) effect any reorganization or recapitalization or (B) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (ix) change any of its methods of accounting in effect at September 30, 1999, except as may be required by law or GAAP; or (x) take, or agree in writing or otherwise to take, any of the foregoing actions or any actions that would (A) make any representation or warranty of the Company or the Parent, as the case may be, contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement not being satisfied, or (C) be inconsistent with the terms of this Agreement or the transactions contemplated hereby.

Conduct of Business Pending Merger. (a) From the date of this Agreement until the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other party, each of the Company and the Parent shall: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except as contemplated by otherwise specifically provided in this Agreement or otherwise consented to in writing by the other partyAgreement, from the date of this Agreement until to the earlier of the Effective Time or termination hereof, the Company agrees to (i) conduct its operations only in the ordinary and usual course of business and consistent with past practices and (ii) use its reasonable best efforts to preserve intact its present business organization, keep available the services of its present officers, key employees and consultants and preserve its present relationships with licensors, licensees, customers, suppliers, key employees, labor organizations and others having business relationships with it. Without limiting the generality of the foregoing, and except as otherwise specifically provided in this Agreement, the Company will not, directly or indirectly, prior to the Effective Time, each without the prior written consent of the Company and the Parent shall not do any of the followingParent: (ia) adopt any amendments except to its certificate or articles of incorporation which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of authorize sufficient capital stock as required to effect the transactions contemplated by this Agreementin connection with the Merger, propose or adopt any amendment to or otherwise change the Company Articles or Bylaws; (iib) declareauthorize for issuance, set aside sale, pledge, disposition or pay any dividend encumbrance, or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities; (iii) issue, sell, deliver pledge, dispose of or agree or commit to issue, sell or deliver encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase purchase, convertible securities or otherwise) ), any capital stock of any class or any other securities of, or any other ownership interest in, the Company or any of its Subsidiaries (except for the issuance of shares of Company Common Stock upon conversion of Preferred Stock, upon exercise of Company Options or Company Warrants, in each case outstanding as of the date of this Agreement or amend any of the terms of any such securities or agreements outstanding on the date hereofhereof except that the Company Warrants may be amended to provide for a cashless exercise procedure such that no more than 205,907 shares of Company Common Stock shall be issued upon conversion of the Company Warrants); provided, however, the that holders of Company Options or the Parent Company Warrants may issue exercise such Company Options or Company Warrants. (c) reclassify, combine, split or subdivide any shares of Company Common Stock its or Parent Common Stockits Subsidiaries' capital stock, respectivelydeclare, upon the exercise set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of employee stock optionsany class or series of its capital stock, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on other than any dividend declared prior to the date hereof; (ivd) (A) createredeem, incur purchase or assume otherwise acquire, or propose or offer to redeem, purchase or otherwise acquire, any long-term debt (including obligations in respect outstanding Company Capital Stock, Company Warrants or Company Options or other securities of capital leases but excluding any intercompany indebtedness) that is material the Company except pursuant to the Company Benefit Plan; (e) organize any new Subsidiary, acquire any capital stock or equity securities of any corporation or acquire any equity or ownership interest (financial or otherwise) in any business; (f) (i) incur, assume or prepay any material liability, or incur any indebtedness for borrowed money other than in accordance with the Parent, as the case may beCompany's current financing arrangements, (Bii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company or the Parent that is material to the Company or the Parentthird party, as the case may be, or (Ciii) make any loans, advances or capital contributions to, or investments in, any person other than the Company third party, (iv) mortgage or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its material properties or assets, tangible or intangible, material or create or suffer to exist any Lien thereupon, or (v) authorize any new capital expenditures for property, plant and equipment that, individually or in the Company or the Parentaggregate, as the case may beare in excess of $100,000 per fiscal quarter; (viig) (A) increase make any change in the compensation payable to or to become payable to any director of its or officerany of its Subsidiaries' officers, except for increases in directors, employees, agents or consultants (other than normal recurring salary or wages payable or to become payable adjustments in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements in effect on the date of this Agreement) toPersons providing management services, or enter into or amend amend, in any material respect, any existing employment, severance, consulting, termination or other agreement or employee benefit plan or make any loans to any of its officers, directors, employees, Affiliates, agents or consultants (except for administrative or technical amendments necessary to comply with applicable lawother than reasonable travel advances) or make any employment change in its existing borrowing or severance agreement with, lending arrangements for or on behalf of any director, officer such Persons pursuant to an employee benefit plan or employeeotherwise; (viiih) license (Aexcept in the ordinary course of business consistent with past practice) effect or otherwise transfer or dispose of, any reorganization material Intellectual Property Rights of the Company or recapitalization or (B) split, combine or reclassify any of its capital stock Subsidiaries, or issue or authorize or propose the issuance of any other securities in respect of, in lieu dispose of or disclose to any Person any trade secret, formula, process or know-how not theretofore a matter of public knowledge other than in substitution for, shares the ordinary course of its capital stockbusiness consistent with past practice; (ixi) enter into any material contract or transaction other than in the ordinary course of business, consistent with past practices; (j) cancel any debts or waive, release or relinquish any contract rights or other rights of substantial value other than in the ordinary course of business, consistent with past practices; (k) except as explicitly contemplated by Section 6.2 hereof, authorize, recommend, propose or enter into or announce an intention to authorize, recommend, propose or enter into a term sheet, letter of intent, agreement in principle or a definitive agreement with respect to any merger, consolidation, liquidation, dissolution, or business combination, any acquisition of a material amount of property or assets or securities, or any disposition of a material amount of property or assets or securities; (l) make any change with respect to accounting policies or procedures in effect as of the Company's fiscal year ended December 31, 1999; (m) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business, consistent with past practices, of liabilities reflected or reserved against in the Company's Financial Statements or incurred in the ordinary course of business consistent with past practices since the date thereof; (n) take or commit or agree (in writing or otherwise) to take any of its methods the foregoing actions, or fail to take any action, as a result of accounting which a failure of the conditions set forth in effect at September 30, 1999, except as may be required by law Section 8.1 or GAAP8.2 is likely to occur; or (x) take, or agree in writing or otherwise to take, any of the foregoing actions or any actions that would (Ao) make any representation election relating to Taxes, change any election relating to Taxes already made, adopt or warranty change any accounting method relating to Taxes, enter into any closing agreement relating to Taxes, settle any claim or assessment relating to Taxes or consent to any claim or assessment relating to Taxes or any waiver of the Company statute of limitations for any such claim or the Parent, as the case may be, contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement not being satisfied, or (C) be inconsistent with the terms of this Agreement or the transactions contemplated herebyassessment.

Conduct of Business Pending Merger. (a) From the date of this Agreement until The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other partyParent, each of the Company shall and the Parent shall: shall cause its subsidiaries to: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties rights and assets in as good repair and condition as at present, ordinary wear and tear exceptedfranchises, retain the services of its respective officers and key employees and maintain its relationships with its material customers and suppliers. (b) Except as contemplated by this Agreement or otherwise consented to in writing by the other partyParent, from the date of this Agreement until the Effective Time, each of the Company and the Parent shall not do do, and shall not permit any of its subsidiaries to do, any of the following: : (i) adopt any amendments to its certificate or articles of incorporation charter document, which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; ; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in for dividends by a subsidiary to the terms Company or another subsidiary of the Parent's Preferred StockCompany, or redeem or otherwise acquire any of its securities; ; 16 18 (iii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants options outstanding on the date of this Agreement, hereof and any subsidiary may issue securities to the Parent's Employee Stock Purchase Plan Company or the Parent's Preferred Stock outstanding on the date hereof; any other subsidiary; (iv) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtedness) that is material to the Company or the Parent, and its subsidiaries taken as the case may bea whole, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company or the Parent a subsidiary that is material to the Company or the Parent, and its subsidiaries taken as the case may bea whole, or (C) make any loans, advances or capital contributions to, or investments in, any person other than the Company or the Parenta subsidiary, which loans, advances or capital contributions are material to the Company or the Parent, and its subsidiaries taken as the case may be; a whole; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, and its subsidiaries taken as the case may bea whole, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; practice; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, material to the Company or the Parent, and its subsidiaries taken as the case may be; a whole; (vii) (A) increase the compensation payable to or to become payable to any director or officer, except for increases in salary or wages payable or to become payable in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements in effect on the date of this Agreement) to, or enter into or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement with, any director, officer or employee; ; (viii) ) (A) effect any reorganization or recapitalization or (B) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; ; (ix) extend, renew or otherwise amend the Company's lease of its executive offices in Dallas, Texas; (x) change any of its methods of accounting in effect at September 30, 19991995, except as may be required by law or GAAP; or (xxi) take (and will use reasonable efforts to prevent any affiliate of the Company from taking) any action that, in the judgment of Ernst & Young LLP, would cause the Merger not to be treated as a pooling of interests for financial accounting purposes; or (xii) take, or agree in writing or otherwise to take, any of the foregoing actions or any actions that would (A) make any representation or warranty of the Company or the Parent, as the case may be, contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement not being satisfied, satisfied or (C) be inconsistent with the terms of this Agreement or the transactions contemplated hereby.. (c) Parent hereby covenants and agrees that, prior to the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the Company, Parent shall and shall cause its subsidiaries to: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable efforts to preserve substantially intact its business organization, maintain its material rights and franchises, retain the services of its respective officers and key employees and maintain its relationships with its material customers and suppliers. 17 19

Conduct of Business Pending Merger. (a) From The Company agrees that from the date of this Agreement until hereof through the Effective Time, unless otherwise except as expressly contemplated by this Agreement (including the Company Disclosure Letter) or consented to the extent that Parent shall otherwise consent in writing by the other partywriting, each of the Company and the Company Subsidiaries will operate their businesses only in the ordinary course consistent with past practice (including in respect of underwriting standards and reserving guidelines); and, consistent with such operation, will use reasonable best efforts consistent with past practices to preserve their business organizations intact and maintain their existing relations and goodwill with their officers, employees, brokers and agents, third party administrators, policyholders, insureds and reinsurers, borrowers, customers, client companies, distributors, creditors, lessors and others with whom business relationships exist and will further exercise reasonable best efforts to maintain their existing relationships with their employees in general. (b) The Company agrees that from the date hereof through the Effective Time, except as expressly contemplated by this Agreement, the Company Disclosure Letter or the Stock Option Agreement or as otherwise consented to by Parent shallin writing (i) neither it nor any Company Subsidiary will change any provision of its Certificate of Incorporation or by-laws or similar or comparable governing or organizational documents or, in the case of the Company, amend, modify or terminate the Rights Agreement; (ii) it will not make, declare or pay dividend or make any other distribution with respect to any shares of capital stock, except regular quarterly cash dividends with respect to the Company Common Stock (not to exceed $0.44 per share per quarter); (iii) split, combine or reclassify its outstanding shares of capital stock; and (iv) except in connection with the issuance of shares of Company Common Stock pursuant to the exercise of presently outstanding Company Options and except actions taken involving the Capital Securities pursuant to Section 5.18(a), it will not directly or indirectly sell, issue, encumber or otherwise dispose or redeem, purchase or otherwise acquire any shares of its outstanding capital stock, change the number of shares of its authorized or issued capital stock or issue or grant any option, warrant, call, commitment, subscription, right to purchase or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock. (c) The Company agrees that from the date hereof through the Effective Time it will not take or permit any Company Subsidiary to take any of the following actions, except to the extent consented to by Parent in writing: (i) operate its business in all material respects except in the usual and ordinary course of business consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organizationpractices, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain enter into any agreement representing an obligation for indebtedness for borrowed money or increase the services principal amount of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except as contemplated by this Agreement indebtedness under any existing agreement or otherwise consented to in writing by the other party, from the date of this Agreement until the Effective Time, each of the Company and the Parent shall not do any of the following: (i) adopt any amendments to its certificate or articles of incorporation which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities; (iii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof; (iv) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtedness) that is material to the Company or the Parent, as the case may be, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company individual, firm or the Parent that is material to the Company or the Parent, as the case may becorporation, or (Ctake any of the actions specified in this Section 5.2(c)(i) make any loansproviding for obligations which, advances individually or capital contributions toin the aggregate, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may bein excess of $250,000; (vii) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are except in the ordinary and usual course of business consistent with past practice andpractices, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance encumber any of its properties or assets; (iii) except as may be required by Law or except in the ordinary course of business consistent with past practices previously disclosed to Parent, tangible (x) take any action to amend or intangibleterminate any Company Employee Plan or grant new or additional incentive compensation awards or increase the compensation (including bonuses) of any of its current or former officers, employees or directors or (y) adopt any other plan, program, arrangement or practice providing new or increased benefits or compensation to its current or former officers, employees or directors; (iv) materially amend or cancel or agree to the material amendment or cancellation of any agreement, treaty or arrangement which is material to the Company and the Company Subsidiaries on a consolidated basis or to the ParentCompany Insurance Subsidiaries on a consolidated basis, or enter into any new agreement, treaty or arrangement which is material to the Company and the Company Subsidiaries on a consolidated basis or to the Company Insurance Subsidiaries on a consolidated basis (other than the renewal of any existing agreements, treaties or arrangements); (v) enter into any negotiation with respect to, or adopt or amend in any material respect, any collective bargaining agreement; (vi) make any material change in any underwriting, investment, reserving, claims administration, financial reporting or accounting methods, principles or practices used by the Company or any Company Subsidiary in connection with the business of the Company or such Company Subsidiary, including without limitation any change with respect to establishment of reserves for losses and loss adjustment expenses, except insofar as the case may bebe required by a change in generally accepted accounting principles, tax accounting principles or statutory accounting practices prescribed by any applicable Governmental Authority or as may be required by Law; (vii) (A) increase the compensation payable to or to become payable to any director or officer, except for increases in salary transactions between or wages payable among the Company and a Company Subsidiary, pay, loan or to become payable advance (other than the payment of compensation, directors' fees or reimbursements of expenses in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements as may be required by any agreement in effect on as of the date of this Agreementhereof) any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any material agreement or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement arrangement with, any director, officer of its officers or employeedirectors or any "affiliate" or "associate" of any of its officers or directors (as such terms are defined in Rule 405 promulgated under the Securities Act); (viii) (A) effect make or rescind any reorganization express or recapitalization deemed election relating to Taxes; make a request for a Tax Ruling or (B) splitenter into a Closing Agreement; settle or compromise any material claim, combine action, suit, litigation, proceeding, arbitration, investigation, audit or reclassify any of its capital stock controversy relating to Taxes; or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (ix) make a material change to any of its methods of reporting income, deductions or accounting for federal income tax purposes from those employed in effect at September 30the preparation of its federal income tax return for the taxable year ending December 31, 19991998, except as may be required by law applicable Law; (ix) pay, discharge, settle or GAAP; orsatisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than policy claims in the ordinary course of business; (x) takeother than consistent with past practice, or agree in writing or otherwise to take, any materially alter the mix of the foregoing actions or any actions that would (A) make any representation or warranty investment assets of the Company or any Company Subsidiary or the duration or credit quality of such assets or alter or amend in any material respect their existing investment guidelines or policies which have been previously provided to Parent; (xi) materially alter the profile of the insurance liabilities of the Company Insurance Subsidiaries or materially alter the pricing practices or policies of the Company Insurance Subsidiaries (it being understood and agreed that nothing contained herein shall permit the Company or any of the Company Subsidiaries to enter into or engage in (through acquisition, product extension or otherwise) the business of selling any products or services materially different from existing products or services of the Company and its Subsidiaries or to enter into or engage in new lines of business (as such term is defined in the National Association of Insurance Commissioner s instructions for the preparation of the annual statement form) without Parent's prior written approval); (xii) except in the ordinary course of business, lease or otherwise dispose of or transfer any of its assets (including capital stock of the Company Subsidiaries); (xiii) make, authorize or agree to make any capital expenditure or expenditures, or enter into any agreement or agreements providing for payments which, individually are in excess of $50,000, or in the aggregate are in excess of $1,000,000; (xiv) except pursuant to contractual commitments in effect on the date hereof and disclosed in the Company Disclosure Letter, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or except in the ordinary course of business consistent with past practices otherwise acquire or agree to acquire any assets or securities in each case may beother than portfolio investments or venture capital investments; (xv) take any action or omit to take any action that would, contained or is reasonably likely to, result in any of its representations and warranties in this Agreement untrue becoming untrue, or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement to the Merger set forth in Article 6 not being satisfied; (xvi) enter into any agreement containing any provision or covenant limiting in any respect the ability of the Company or any Company Subsidiary or affiliate to (x) sell any products or services of or to any other Person, (y) engage in any line of business or (z) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries or Affiliates; and (xvii) authorize or enter into any agreement, or (Ccommit or agree, to take any of the actions described in Section 5.2(b) be inconsistent with the terms of or elsewhere in this Agreement or the transactions contemplated herebySection 5.2(c).

Conduct of Business Pending Merger. (a) From 7.1 Conduct of Business by the date of this Agreement until Company Pending the Merger. Prior to the Effective Time, unless Surviving Entity or Nukkleus Inc. shall otherwise agree in writing or as otherwise contemplated by this Agreement or consented to in writing by the other party, each Additional Agreements: (a) The Business of the Company and the Parent shall: (i) operate its business in all material respects shall be conducted only in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers.course; (b) Except as The Company shall not (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any of its shares; (ii) amend its Operating Agreement except to effectuate the transactions contemplated by in this Agreement or otherwise consented to in writing by (iii) split, combine or reclassify the other party, from the date of this Agreement until the Effective Time, each of the Company and the Parent shall not do any of the following: (i) adopt any amendments to its certificate outstanding shares or articles of incorporation which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; (ii) declare, set aside or pay any dividend or other distribution (whether payable in cash, stock equity or property or make any combination thereof) in distribution with respect of its capital stock, or, except as provided in to any such Shares; though it is acknowledged & understood by both parties that the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities;surviving entity plans to effectuate a forward stock split. (iiic) issue, sell, deliver The Company shall not (i) issue or agree to issue any additional Shares, or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof; (iv) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtedness) that is material to the Company or the Parent, as the case may be, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations rights of any person other than the Company or the Parent that is material kind to the Company or the Parent, as the case may be, or acquire any Shares; (Cii) make any loans, advances or capital contributions to, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease acquire or dispose of any fixed assets that are material to the Company or the Parent, as the case may be, acquire or dispose of any other substantial assets other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, material to the Company or the Parent, as the case may be; (vii) (A) increase the compensation payable to or to become payable to any director or officer, except for increases in salary or wages payable or to become payable in the ordinary course of business and consistent with past practicebusiness; (Biii) grant incur additional Indebtedness or any severance or termination pay (other than pursuant to agreements in effect on the date of this Agreement) to, liabilities or enter into or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement with, any director, officer or employee; (viii) (A) effect any reorganization or recapitalization or (B) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities transaction other than in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect of, in lieu of or in substitution for, shares of its capital stock; (ix) change any of its methods of accounting in effect at September 30, 1999, except as may be required by law or GAAP; or (x) take, or agree in writing or otherwise to take, any of the foregoing actions or (v) except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination; (d) The Company shall use its commercially reasonable efforts to preserve intact the business organization of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it; (e) The Company will not, nor will it authorize any director or authorize or permit any officer or employee or any actions that would attorney, accountant or other representative retained by it to make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (Aas defined below for purposes of this paragraph). The Company will promptly advise Surviving Entity orally and in writing of any such inquiries or proposals (or requests for information) make and the substance thereof. As used in this paragraph, “Acquisition Proposal” shall mean any representation proposal for a merger or warranty of other business combination involving the Company or for the Parentacquisition of a substantial equity interest in it or any material assets of it other than as contemplated by this Agreement. The Company will immediately cease and cause to be terminated any existing activities, as the case may be, contained in this Agreement untrue discussions or incorrect as of the date when made or as of the Closing Date, (B) result in negotiations with any Person conducted heretofore with respect to any of the conditions of this Agreement not being satisfied, or (C) be inconsistent with the terms of this Agreement or the transactions contemplated hereby.foregoing; and

Conduct of Business Pending Merger. (a) From Company agrees that from the date of this Agreement until hereof to the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other party, each of the Company and the Parent shall: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except except as contemplated by this Agreement or to the extent that Parent shall otherwise consented consent in writing, Company and the Company Subsidiaries will operate their businesses only in the ordinary course in the same manner as previously conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment except in the ordinary course of business or as expressly permitted by this Section 5.2; and, consistent with such operation, will use all commercially reasonable efforts consistent with past practices to in writing by preserve their business organizations intact, to keep available to them the other partygoodwill of their customers, from suppliers, tour organizers, travel arrangers and others with whom business relationships exist to the date of this Agreement until end that their goodwill and ongoing business shall not be materially impaired at the Effective Time, each of and will further exercise all commercially reasonable efforts to maintain their existing relationships with their employees in general. (b) Company agrees that from the date hereof to the Effective Time, except as otherwise consented to by Parent in writing, neither it nor any Company and the Parent shall not do any of the following: Subsidiary will (i) adopt change any amendments to provision of its certificate Articles of Incorporation or articles of incorporation which would alter the terms of the Company Common Stock Bylaws or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; similar governing documents; (ii) declaremake, set aside declare or pay any dividend or other distribution; or (iii) make any distribution (whether in cashor directly or indirectly sell, stock issue, redeem, purchase or property or otherwise acquire, any combination thereof) in respect shares of its outstanding capital stock, or, except as provided in change the terms number of the Parent's Preferred Stock, redeem or otherwise acquire any shares of its securities; (iii) authorized or issued capital stock or issue, sellgrant any option, deliver or agree or commit to issuewarrant, sell or deliver (whether through the issuance or granting of optionscall, warrantscommitment, commitmentssubscription, subscriptions, rights right to purchase or otherwise) any stock agreement of any class character relating to its authorized or issued capital stock or any other securities convertible into shares of such stock or amend otherwise make any change in its capital structure, except for the issuance of capital stock upon exercise of presently outstanding stock options in accordance with the existing terms of such options. (c) Company agrees that from the date hereof to the Effective Time it will not take, or permit any Company Subsidiary to take, any of the terms of any such securities or agreements outstanding on following actions, except to the date hereof; provided, however, the Company or the extent consented to by Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof;in writing. (ivi) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtednesswhich individually involve annual payments in excess of $25,000) that is material to other than vehicle financing in the Company or the Parent, as the case may beordinary course of business consistent with past practice, (B) except in the ordinary course of business under existing lines of credit, create, incur or assume any short-term debt for borrowed money, (C) create, incur or assume any debt having a maturity of in excess of four years relating to vehicle financing, (D) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company or the Parent that is material to the Company or the Parent, as the case may be, or (C) make any loans, advances or capital contributions to, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, material to the Company or the Parent, as the case may be; (vii) (A) increase the compensation payable to or to become payable to any director or officerperson, except for increases in salary or wages payable or to become payable in the ordinary course of business and consistent with past practice; , (BE) grant make any severance loans or termination pay advances to any other person, except in the ordinary course of business and consistent with past practice, (other than pursuant to agreements in effect on the date of this AgreementF) make any capital contributions to, or enter into or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement withinvestments in, any director, officer or employee; (viii) (A) effect any reorganization or recapitalization or (B) split, combine or reclassify any person involving amounts in excess of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (ix) change any of its methods of accounting in effect at September 30, 1999, except as may be required by law or GAAP; or (x) take, or agree in writing or otherwise to take, any of the foregoing actions or any actions that would (A) make any representation or warranty of the Company or the Parent, as the case may be, contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement not being satisfied, or (C) be inconsistent with the terms of this Agreement or the transactions contemplated hereby.$200,000 in

Conduct of Business Pending Merger. (a) From Company agrees that from the date of this Agreement until hereof to the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other party, each of the Company and the Parent shall: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except except as contemplated by this Agreement or to the extent that Parent shall otherwise consented consent in writing, Company and the Company Subsidiaries will operate their businesses only in the ordinary course in the same manner as previously conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment except in the ordinary course of business consistent with past practices or as expressly permitted by this Section 5.2; and, consistent with such operation, will use all commercially reasonable efforts consistent with past practices to in writing by preserve their business organizations intact, to keep available to them the other partygoodwill of their customers, from vendors, business partners and others with whom business relationships exist to the date of this Agreement until end that their goodwill and ongoing business shall not be impaired at the Effective Time, each of and will further exercise all commercially reasonable efforts to maintain their existing relationships with their employees in general. (b) Company agrees that from the Company and date hereof to the Effective Time, except as otherwise consented to by Parent shall not do any of the following: in writing, (i) adopt neither it nor any amendments to Company Subsidiary will change any provision of its certificate Articles of Incorporation or articles of incorporation which would alter the terms of the Company Common Stock Bylaws or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; similar governing documents, (ii) declareneither it nor any Company Subsidiary will make, set aside declare or pay any dividend or other distribution, and (iii) neither it nor any Company Subsidiary will make any distribution (whether in cashor directly or indirectly sell, stock issue, redeem, purchase or property or otherwise acquire, any combination thereof) in respect shares of its outstanding capital stock, or, except as provided in change the terms number of the Parent's Preferred Stock, redeem or otherwise acquire any shares of its securities; (iii) authorized or issued capital stock or issue, sellgrant any option, deliver or agree or commit to issuewarrant, sell or deliver (whether through the issuance or granting of optionscall, warrantscommitment, commitmentssubscription, subscriptions, rights right to purchase or otherwise) any stock agreement of any class character relating to its authorized or issued capital stock or any other securities convertible into shares of such stock or amend otherwise make any of the terms of any such securities or agreements outstanding on the date hereofchange in its capital structure; provided, however, that nothing set forth in this Section 5.2(b) shall be deemed to restrict the issuance by Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon pursuant to the exercise of employee stock options, any of the Company Options or warrants outstanding disclosed in Section 3.3 of the Disclosure Letter in accordance with the terms thereof as in effect on the date hereof or upon conversion of this Agreement, the Parent's Employee Stock Purchase Plan or Series A Shares in accordance with the Parent's Preferred Stock outstanding terms of the Certificate of Determination and Subscription Agreement relating thereto as in effect on the date hereof;. (ivc) Without limiting the undertakings of Company pursuant to Section 5.2(a) and 5.2(b), Company agrees that from the date hereof to the Effective Time it will not take, or permit any Company Subsidiary to take, any of the following actions, except to the extent consented to by Parent in writing: (i) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding which individually involve annual payments in excess of $100,000) or, except in the ordinary course of business under existing lines of credit or existing Securitization Facilities, create, incur or assume any intercompany indebtedness) that is material to the Company or the Parent, as the case may beshort-term debt for borrowed money, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person other than the Company or the Parent that is material to the Company or the Parent, as the case may be, or (C) make any loans, advances or capital contributions to, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, material to the Company or the Parent, as the case may be; (vii) (A) increase the compensation payable to or to become payable to any director or officerentity, except for increases in salary or wages payable or to become payable in the ordinary course of business and consistent with past practice; , (BC) grant make any loans or advances to any other person, except in the ordinary course of business and consistent with past practice provided, however, that in no event shall Company or any Company Subsidiary make any loan or advance to any person in an amount in excess of $500,000 that is not committed by a third-party to be purchased by such party on a non-recourse basis, (D) make any capital contributions to, or investments in, any person, or (E) make any capital expenditure involving in excess of $100,000 in the case of any single expenditure or $300,000 in the case of all capital expenditures; (ii) sell, transfer, convey, assign, mortgage or pledge any of its properties or assets involving amounts individually in excess of $100,000 or in the aggregate in excess of $250,000, except in the ordinary course of business consistent with past practice; (iii) take any action to (x) amend or terminate any Company Benefit Plan, (y) implement a general increase in the compensation or benefits of its employees or to increase the compensation payable to its directors, officers or key employees involving in the aggregate in excess of $30,000, adopt any other plan, program, arrangement or practice providing new or increased benefits or compensation to its employees including, without limitation, severance benefits or benefits payable in connection with a change of control transaction involving Company; (iv) amend, cancel, terminate or renew or agree to the amendment, cancellation, termination pay or renewal of any Material Contract or enter into any new Material Contract other than (x) the amendment of any Material Contract with a Business Partner identified pursuant to Section 3.11(f) to effect the terms set forth in the form of amendment previously agreed to by Company and Parent and (y) such actions taken with respect to a Material Contract with a non-recourse lender that do not involve, provide for or relate to a funding commitment or obligation on the part of Company; (v) enter into any negotiation with respect to any collective bargaining agreement; (vi) make any change in any accounting methods or any material change in any systems of internal accounting controls or lease portfolio servicing practices, except as may be appropriate to conform to changes in generally accepted accounting principles; (vii) pay, loan or advance (other than pursuant to the payment of compensation, directors' fees or reimbursements of expenses in the ordinary course of business and under any existing agreements identified in effect on Section 3.23 of the date of this AgreementDisclosure Letter) any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or amend arrangement with, any benefit plan of its officers or directors or any "affiliate" or "associate" of any of its officers or directors (except for administrative or technical amendments necessary to comply with applicable lawas such terms are defined in Rule 405 promulgated under the Securities Act) or any employment employee, consultant or severance agreement with, any director, officer or employeecontractor; (viii) (A) effect acquire any reorganization interest in or recapitalization form or (B) split, combine or reclassify any of its capital stock or issue or authorize or propose commence the issuance operations of any business or any corporation, partnership, joint venture, marketing arrangement, association or other securities in respect of, in lieu of business organization or in substitution for, shares of its capital stockdivision thereof; (ix) change make any Tax election, or settle or compromise any Tax liability that Company has contested upon audit; (x) pay, discharge, settle or satisfy any claims, litigation, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise) involving amounts individually in excess of its methods $100,000 or in the aggregate in excess of accounting $250,000, other than the payment, discharge or satisfaction of liabilities when due (i) reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of Company included in effect at September the Company Reports or (ii) incurred since June 30, 19991998 in the ordinary course of business consistent with past practice and in accordance herewith; (xi) modify its credit approval/declination criteria and practices in any material respect; (xii) fail to perform in any material respect its obligations under any Material Contract (except those being contested in good faith through appropriate proceedings or procedures); (xiii) fail to use all commercially reasonable efforts to maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by Company and the Company Subsidiaries; (xiv) fail to service, except in its capacity as may servicer under the Securitization Facilities, the lease portfolios subject to such Securitization Facilities in the ordinary course of business consistent with past practice; (xv) fail to use all commercially reasonable efforts to continue to collect its accounts receivable and lease and loan payments due under the leases and loans subject to the Securitization Facilities or held by Company in the ordinary course of business consistent with past practice; (xvi) fail to prepare and file all federal, state, local and foreign returns for Taxes and other Tax reports, filings and amendments thereto required to be filed by it, fail to provide to Parent, copies of all federal income tax returns for Parent's review and approval prior to the filing thereof, which review and approval shall not interfere with the timely filing of such returns, as well as a copy of the calendar setting forth the filing deadlines of all other tax returns, or fail to allow Parent, at its request, to review all tax returns at Company's office prior to the filing thereof, which review and approval shall not interfere with the timely filing of such returns; (xvii) fail to use all commercially reasonable efforts to maintain any federal, state, local or foreign license required to conduct its operations; (xviii) hire any (x) additional employees, other than such new employees whose annual compensation and benefits to not, collectively, involve payments by law Company or GAAPany Company Subsidiary in excess of $300,000 or (y) additional business partners, other than business partners who enter into with Company a business partner agreement in the form previously agreed to by Parent and Company; or (xix) enter into any agreement to take any of the actions described in Section 5.2(b) or elsewhere in this Section 5.2(c). If Parent requests that Company or any Company Subsidiary take any action or refrain from taking action between the date of this Agreement and the Closing Date, other than (x) taketaking actions which Company has agreed (for itself and for the Company Subsidiaries) to take pursuant to the terms of this Agreement or (y) refraining from taking any action which may not be taken by Company or any Company Subsidiary without the prior written consent of Parent pursuant to the terms of this Agreement, Company shall take or refrain, or cause any Company Subsidiary to take or refrain, from taking such requested action only if prior thereto Parent and Company agree in writing or otherwise to take, any of the foregoing actions or any actions that would (A) make on the estimated effect of taking such action or refraining from taking such action and (B) the manner in which such effect will be considered (i) for purposes of Sections 6.3(a), as to any representation or warranty failure of the representations and warranties of Company or the Parent, as the case may be, contained set forth in this Agreement untrue or incorrect as of the date when made or to be true and correct at and as of the Closing Date, (ii) for purposes of Section 6.3(i), as to any reduction in cash and cash equivalents, or (iii) for purposes of Section 6.3(k), with respect to any Material Adverse Change. (d) In connection with the continued operation of the business of Company and the Company Subsidiaries between the date of this Agreement and the Effective Time, Company shall communicate in good faith on a regular and reasonably frequent basis with one or more representatives of Parent designated in writing with respect to the ongoing operations of Company and the Company Subsidiaries. Company acknowledges that Parent does not and will not waive any rights it may have under this Agreement as a result of such communications. (e) Parent agrees that from the date hereof to the Effective Time, except as contemplated by this Agreement or to the extent that Company shall otherwise consent in writing, it will not take, and will cause each of its subsidiaries not to take, any action which would materially and adversely affect the ability of Parent to perform its covenants and agreements under this Agreement. (f) Company shall not, nor shall it permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative or agent of, Company or any Company Subsidiary to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Acquisition Proposal (as hereinafter defined) or (ii) participate in or encourage any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to encourage or facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; provided, however, that, prior to the approval of the Merger and the transactions contemplated by this Agreement at the Shareholders' Meeting, nothing contained in this Section 5.2(f) shall prohibit the Board of Directors of Company from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited Acquisition Proposal if, and only to the extent that (A) the Board of Directors of Company after consultation with and based on the written advice of outside counsel, determines in good faith that in order for the Board of Directors of Company to comply with its fiduciary duties to shareholders under applicable law it is required to take such action, (B) result prior to providing information in any form (whether orally or in writing) to any person or entity, Company receives from such person or entity an executed agreement in reasonably customary form relating to the confidentiality of information to be provided to such person or entity, and (C) the Acquisition Proposal contains an offer of consideration that is materially superior to the consideration set forth herein. Notwithstanding anything in this Agreement to the contrary, Company shall (i) promptly advise Parent orally and in writing of (A) the receipt by it (or any of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to any Acquisition Proposal, (B) the material terms and conditions of such Acquisition Proposal or inquiry, and (C) the identity of the person making any such Acquisition Proposal or inquiry, (ii) keep Parent reasonably informed of the status and details of any such Acquisition Proposal or inquiry and (iii) negotiate with Parent to make such adjustments in the terms and conditions of this Agreement not being satisfied, or (C) be inconsistent as would enable Company to proceed with the terms of this Agreement or the transactions contemplated hereby.herein. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the first sentence of this Section 5.2(f) by any officer, director or employee of Company or any Company Subsidiary or any investment banker, attorney or other advisor, representative or agent of Company or any Company Subsidiary, whether or not such person is purporting to act on behalf of Company or any Company Subsidiary or otherwise, shall be deemed to be a breach of this Section 5.2(f)

Conduct of Business Pending Merger. (a) From the date of this Agreement until the Effective TimeExcept for Permitted ---------------------------------- Transactions, unless as otherwise contemplated by specifically provided in this Agreement or consented to in writing by the other party, each of the Company and the Parent shall: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in Documents or as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except as contemplated by this Agreement or otherwise consented to in writing by the other partyKKR, which consent shall not be unreasonably withheld, from the date of this Agreement until to the Effective Time, FRI will, and will cause each of the Company FRI Subsidiaries to, conduct its operations only in the ordinary and usual course of business and consistent with past practices and will, and will cause each of the Parent FRI Subsidiaries to, preserve intact its present business organization, take commercially reasonable efforts to keep available the services of its present officers, employees and consultants and preserve its present relationships with licensors, licensees, customers, suppliers, employees, labor organizations and others with whom they have a significant business relationship. Without limiting the generality of the foregoing, and except for Permitted Transactions, as otherwise specifically provided in this Agreement or in the other Documents or as set forth in Schedule 6.3, FRI will not, and will not permit any FRI Subsidiary to, indirectly, from the date of this Agreement to the Effective Time, without the prior written consent of KKR, which shall not do any of the followingbe unreasonably withheld: (ia) adopt any amendments amendment to its certificate or articles otherwise change the Charter Documents of incorporation which would alter the terms of the Company Common Stock FRI or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this AgreementMerger-Sub; (iib) declareauthorize for issuance, set aside sale, pledge, disposition or pay any dividend encumbrance, or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities; (iii) issue, sell, deliver pledge, dispose of or agree or commit to issue, sell or deliver encumber (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase purchase, convertible securities or otherwise) ), any capital stock of any class or any other securities of, or any other ownership interest in, FRI or any FRI Subsidiary, (other than the FRI Shares to be issued in the Merger), or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof; (ivc) reclassify, combine, split or subdivide any shares of its capital stock, declare, set aside or pay any dividend or other distribution (Awhether in cash, securities or property or any combination thereof) create, incur or assume any long-term debt (including obligations in respect of any class or series of its capital leases but excluding stock; (d) redeem, purchase or otherwise acquire, or propose or offer to redeem, purchase or otherwise acquire, any intercompany indebtednessoutstanding FRI Shares or other securities of FRI or any of the FRI Subsidiaries; (e) that is organize any new Subsidiary (other than Merger-Sub), acquire any capital stock or equity securities of any Person or acquire any equity or ownership interest (financial or otherwise) in any business, other than de minimus investments in public corporations whose principal business includes the operation of restaurants; (f) (i) incur, assume or prepay any material to liability, including, without limitation, any indebtedness for borrowed money except in the Company or the Parentordinary course of business and consistent with past practice, as the case may beand in no event in excess of $50,000, (Bii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company or the Parent that is material to the Company or the Parentthird party, as the case may be, or (Ciii) make any loans, advances or capital contributions to, or investments in, any person other than the Company third party, (iv) mortgage or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its material properties or assets, tangible or intangible, or create any material to Lien thereupon other than Permitted Liens, or (v) authorize any capital expenditures not in FRI's capital budget on the Company date hereof which, individually or in the Parentaggregate, as the case may beare in excess of $1,000,000; (viig) (A) increase the compensation payable license or otherwise transfer, dispose of, permit to lapse or otherwise fail to become payable preserve any Intellectual Property of FRI or any FRI Subsidiary, or dispose of or disclose to any director person any trade secret, formula, process or officerknow-how not theretofore a matter of public knowledge, except for increases where such disposal or disclosure would not, individually or in salary the aggregate, be reasonably expected to have a Material Adverse Effect on FRI; (h) enter into any material agreement, contract, commitment or wages payable transaction other than in the ordinary course of business, consistent with past practices; (i) cancel any debts or waive, release or relinquish any material contract rights or other rights of substantial value other than in the ordinary course of business, consistent with past practices; (j) authorize, recommend, propose or enter into or announce an intention to become payable authorize, recommend, propose or enter into an agreement in principle or a definitive agreement with respect to any merger, consolidation, liquidation, dissolution, or business combination, any acquisition of a material amount of property or assets or securities, or any disposition of a material amount of property or assets or securities, except as contemplated by this Agreement; (k) make any material change with respect to accounting policies or procedures in effect as of December 28, 1997 except as may be required by generally accepted accounting principles; (l) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction in the ordinary course of business, consistent with past practices, of liabilities reflected or reserved against in the FRI Financial Statements or incurred in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements in effect on practices since the date of this Agreement) to, or enter into or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement with, any director, officer or employeehereof; (viiim) effectuate (Ai) effect a "plant closing" (as defined in the WARN Act) affecting any reorganization site of employment or recapitalization one or more facilities or operating units within any site of employment of FRI or any FRI Subsidiary, or (Bii) splita "mass layoff" (as defined in the WARN Act) affecting any site of employment of FRI or any FRI Subsidiary, combine or reclassify without complying fully with any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, and all notice obligations (and/or pay and benefits in lieu of notice) under the WARN Act or any similar obligation under applicable state or local law requiring notice (and/or pay and benefits in substitution for, shares lieu of its capital stock; (ixnotice) change any to employees in the event of its methods of accounting in effect at September 30, 1999, except as may be required by law a plant closing or GAAP; or (x) take, or agree in writing or otherwise to take, any layoff. For purposes of the foregoing actions or any actions that would (A) make any representation or warranty WARN Act and this Agreement, the Effective Time is and shall be the same as the "effective date" within the meaning of the Company or the Parent, as the case may be, contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement not being satisfied, or (C) be inconsistent with the terms of this Agreement or the transactions contemplated hereby.WARN Act;

Conduct of Business Pending Merger. (a) From Company agrees that from the date of this Agreement until hereof to the Effective Time, unless otherwise contemplated by this Agreement or consented to in writing by the other party, each of the Company and the Parent shall: (i) operate its business in all material respects in the usual and ordinary course consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organization, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain the services of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except except as contemplated by this Agreement or to the extent that Parent shall otherwise consented consent in writing, Company and the Company Subsidiaries will operate their businesses only in the ordinary course in the same manner as previously conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment except in the ordinary course of business or as expressly permitted by this Section 5.2; and, consistent with such operation, will use all commercially reasonable efforts consistent with past practices to in writing by preserve their business organizations intact, to keep available to them the other partygoodwill of their customers, from suppliers, tour organizers, travel arrangers and others with whom business relationships exist to the date of this Agreement until end that their goodwill and ongoing business shall not be materially impaired at the Effective Time, each of and will further exercise all commercially reasonable efforts to maintain their existing relationships with their employees in general. (b) Company agrees that from the date hereof to the Effective Time, except as otherwise consented to by Parent in writing, neither it nor any Company and the Parent shall not do any of the following: Subsidiary will (i) adopt change any amendments to provision of its certificate Articles of Incorporation or articles of incorporation which would alter the terms of the Company Common Stock Bylaws or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; similar governing documents; (ii) declaremake, set aside declare or pay any dividend or other distribution; or (iii) make any distribution (whether in cashor directly or indirectly sell, stock issue, redeem, purchase or property or otherwise acquire, any combination thereof) in respect shares of its outstanding capital stock, or, except as provided in change the terms number of the Parent's Preferred Stock, redeem or otherwise acquire any shares of its securities; (iii) authorized or issued capital stock or issue, sellgrant any option, deliver or agree or commit to issuewarrant, sell or deliver (whether through the issuance or granting of optionscall, warrantscommitment, commitmentssubscription, subscriptions, rights right to purchase or otherwise) any stock agreement of any class character relating to its authorized or issued capital stock or any other securities convertible into shares of such stock or amend otherwise make any change in its capital structure, except for the issuance of capital stock upon exercise of presently outstanding stock options in accordance with the existing terms of such options. (c) Company agrees that from the date hereof to the Effective Time it will not take, or permit any Company Subsidiary to take, any of the terms of any such securities or agreements outstanding on following actions, except to the date hereof; provided, however, the Company or the extent consented to by Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof;in writing. (ivi) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtednesswhich individually involve annual payments in excess of $25,000) that is material to other than vehicle financing in the Company or the Parent, as the case may beordinary course of business consistent with past practice, (B) except in the ordinary course of business under existing lines of credit, create, incur or assume any short-term debt for borrowed money, (C) create, incur or assume any debt having a maturity of in excess of four years relating to vehicle financing, (D) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company or the Parent that is material to the Company or the Parent, as the case may be, or (C) make any loans, advances or capital contributions to, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may be; (v) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are in the ordinary and usual course of business consistent with past practice and, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance any of its properties or assets, tangible or intangible, material to the Company or the Parent, as the case may be; (vii) (A) increase the compensation payable to or to become payable to any director or officer, except for increases in salary or wages payable or to become payable in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements in effect on the date of this Agreement) to, or enter into or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement with, any director, officer or employee; (viii) (A) effect any reorganization or recapitalization or (B) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (ix) change any of its methods of accounting in effect at September 30, 1999, except as may be required by law or GAAP; or (x) take, or agree in writing or otherwise to take, any of the foregoing actions or any actions that would (A) make any representation or warranty of the Company or the Parent, as the case may be, contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement not being satisfied, or (C) be inconsistent with the terms of this Agreement or the transactions contemplated hereby.

Conduct of Business Pending Merger. (a) From The Company agrees that from the date of this Agreement until hereof through the Effective Time, unless otherwise except as expressly contemplated by this Agreement (including the Company Disclosure Letter) or consented to the extent that Parent shall otherwise consent in writing by the other partywriting, each of the Company and the Company Subsidiaries will operate their businesses only in the ordinary course consistent with past practice (including in respect of underwriting standards and reserving guidelines); and, consistent with such operation, will use reasonable best efforts consistent with past practices to preserve their business organizations intact and maintain their existing relations and goodwill with their officers, employees, brokers and agents, third party administrators, policyholders, insureds and reinsurers, borrowers, customers, client companies, distributors, creditors, lessors and others with whom business relationships exist and will further exercise reasonable best efforts to maintain their existing relationships with their employees in general. (b) The Company agrees that from the date hereof through the Effective Time, except as expressly contemplated by this Agreement, the Company Disclosure Letter or the Stock Option Agreement or as otherwise consented to by Parent shallin writing (i) neither it nor any Company Subsidiary will change any provision of its Certificate of Incorporation or by-laws or similar or comparable governing or organizational documents or, in the case of the Company, amend, modify or terminate the Rights Agreement; (ii) it will not make, declare or pay dividend or make any other distribution with respect to any shares of capital stock, except regular quarterly cash dividends with respect to the Company Common Stock (not to exceed $0.44 per share per quarter); (iii) split, combine or reclassify its outstanding shares of capital stock; and (iv) except in connection with the issuance of shares of Company Common Stock pursuant to the exercise of presently outstanding Company Options and except actions taken involving the Capital Securities pursuant to Section 5.18(a), it will not directly or indirectly sell, issue, encumber or otherwise dispose or redeem, purchase or otherwise acquire any shares of its outstanding capital stock, change the number of shares of its authorized or issued capital stock or issue or grant any option, warrant, call, commitment, subscription, right to purchase or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock. (c) The Company agrees that from the date hereof through the Effective Time it will not take or permit any Company Subsidiary to take any of the following actions, except to the extent consented to by Parent in writing: (i) operate its business in all material respects except in the usual and ordinary course of business consistent with past practice; and (ii) use all reasonable best efforts to preserve substantially intact its business organizationpractices, maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, retain enter into any agreement representing an obligation for indebtedness for borrowed money or increase the services principal amount of its respective key employees and maintain its relationships with its material customers and suppliers. (b) Except as contemplated by this Agreement indebtedness under any existing agreement or otherwise consented to in writing by the other party, from the date of this Agreement until the Effective Time, each of the Company and the Parent shall not do any of the following: (i) adopt any amendments to its certificate or articles of incorporation which would alter the terms of the Company Common Stock or Parent Common Stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or, except as provided in the terms of the Parent's Preferred Stock, redeem or otherwise acquire any of its securities; (iii) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or amend any of the terms of any such securities or agreements outstanding on the date hereof; provided, however, the Company or the Parent may issue shares of Company Common Stock or Parent Common Stock, respectively, upon the exercise of employee stock options, warrants outstanding on the date of this Agreement, the Parent's Employee Stock Purchase Plan or the Parent's Preferred Stock outstanding on the date hereof; (iv) (A) create, incur or assume any long-term debt (including obligations in respect of capital leases but excluding any intercompany indebtedness) that is material to the Company or the Parent, as the case may be, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any person other than the Company individual, firm or the Parent that is material to the Company or the Parent, as the case may becorporation, or (Ctake any of the actions specified in this Section 5.2(c)(i) make any loansproviding for obligations which, advances individually or capital contributions toin the aggregate, or investments in, any person other than the Company or the Parent, which loans, advances or capital contributions are material to the Company or the Parent, as the case may bein excess of $250,000; (vii) acquire, sell, lease or dispose of any assets that are material to the Company or the Parent, as the case may be, other than sales that are except in the ordinary and usual course of business consistent with past practice andpractices, in the case of the Parent, sales or dispositions of shares or the assets of ILD Telecommunications, Inc.; (vi) mortgage, pledge or subject to any lien, lease, security interest or other charge or encumbrance encumber any of its properties or assets; (iii) except as may be required by Law or except in the ordinary course of business consistent with past practices previously disclosed to Parent, tangible (x) take any action to amend or intangibleterminate any Company Employee Plan or grant new or additional incentive compensation awards or increase the compensation (including bonuses) of any of its current or former officers, employees or directors or (y) adopt any other plan, program, arrangement or practice providing new or increased benefits or compensation to its current or former officers, employees or directors; (iv) materially amend or cancel or agree to the material amendment or cancellation of any agreement, treaty or arrangement which is material to the Company and the Company Subsidiaries on a consolidated basis or to the ParentCompany Insurance Subsidiaries on a consolidated basis, or enter into any new agreement, treaty or arrangement which is material to the Company and the Company Subsidiaries on a consolidated basis or to the Company Insurance Subsidiaries on a consolidated basis (other than the renewal of any existing agreements, treaties or arrangements); (v) enter into any negotiation with respect to, or adopt or amend in any material respect, any collective bargaining agreement; (vi) make any material change in any underwriting, investment, reserving, claims administration, financial reporting or accounting methods, principles or practices used by the Company or any Company Subsidiary in connection with the business of the Company or such Company Subsidiary, including without limitation any change with respect to establishment of reserves for losses and loss adjustment expenses, except insofar as the case may bebe required by a change in generally accepted accounting principles, tax accounting principles or statutory accounting practices prescribed by any applicable Governmental Authority or as may be required by Law; (vii) (A) increase the compensation payable to or to become payable to any director or officer, except for increases in salary transactions between or wages payable among the Company and a Company Subsidiary, pay, loan or to become payable advance (other than the payment of compensation, directors' fees or reimbursements of expenses in the ordinary course of business and consistent with past practice; (B) grant any severance or termination pay (other than pursuant to agreements as may be required by any agreement in effect on as of the date of this Agreementhereof) any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any material agreement or amend any benefit plan (except for administrative or technical amendments necessary to comply with applicable law) or any employment or severance agreement arrangement with, any director, officer of its officers or employeedirectors or any "affiliate" or "associate" of any of its officers or directors (as such terms are defined in Rule 405 promulgated under the Securities Act); (viii) (A) effect make or rescind any reorganization express or recapitalization deemed election relating to Taxes; make a request for a Tax Ruling or (B) splitenter into a Closing Agreement; settle or compromise any material claim, combine action, suit, litigation, proceeding, arbitration, investigation, audit or reclassify any of its capital stock controversy relating to Taxes; or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; (ix) make a material change to any of its methods of reporting income, deductions or accounting for federal income tax purposes from those employed in effect at September 30the preparation of its federal income tax return for the taxable year ending December 31, 19991998, except as may be required by law applicable Law; (ix) pay, discharge, settle or GAAP; orsatisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than policy claims in the ordinary course of business; (x) takeother than consistent with past practice, or agree in writing or otherwise to take, any materially alter the mix of the foregoing actions or any actions that would (A) make any representation or warranty investment assets of the Company or any Company Subsidiary or the duration or credit quality of such assets or alter or amend in any material respect their existing investment guidelines or policies which have been previously provided to Parent; 42 (xi) materially alter the profile of the insurance liabilities of the Company Insurance Subsidiaries or materially alter the pricing practices or policies of the Company Insurance Subsidiaries (it being understood and agreed that nothing contained herein shall permit the Company or any of the Company Subsidiaries to enter into or engage in (through acquisition, product extension or otherwise) the business of selling any products or services materially different from existing products or services of the Company and its Subsidiaries or to enter into or engage in new lines of business (as such term is defined in the National Association of Insurance Commissioner s instructions for the preparation of the annual statement form) without Parent's prior written approval); (xii) except in the ordinary course of business, lease or otherwise dispose of or transfer any of its assets (including capital stock of the Company Subsidiaries); (xiii) make, authorize or agree to make any capital expenditure or expenditures, or enter into any agreement or agreements providing for payments which, individually are in excess of $50,000, or in the aggregate are in excess of $1,000,000; (xiv) except pursuant to contractual commitments in effect on the date hereof and disclosed in the Company Disclosure Letter, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or except in the ordinary course of business consistent with past practices otherwise acquire or agree to acquire any assets or securities in each case may beother than portfolio investments or venture capital investments; (xv) take any action or omit to take any action that would, contained or is reasonably likely to, result in any of its representations and warranties in this Agreement untrue becoming untrue, or incorrect as of the date when made or as of the Closing Date, (B) result in any of the conditions of this Agreement to the Merger set forth in Article 6 not being satisfied; (xvi) enter into any agreement containing any provision or covenant limiting in any respect the ability of the Company or any Company Subsidiary or affiliate to (x) sell any products or services of or to any other Person, (y) engage in any line of business or (z) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries or Affiliates; and (xvii) authorize or enter into any agreement, or commit or agree, to take any of the actions described in Section 5.2(b) or elsewhere in this Section 5.2(c). (Cd) The Company agrees that from the date hereof through the Effective Time, the Company shall, and shall cause the Company Subsidiaries to: (i) promptly notify Parent of the occurrence of or any fact or circumstance reasonably likely to result in the occurrence of any material change in its condition (financial or other), business, results of operations or prospects or any Material Adverse Effect on the Company, or any material litigation or material governmental complaints, investigations or hearings (or communications in writing indicating that such litigation, complaints, investigations or hearings may be inconsistent contemplated), the breach of any representation or warranty contained herein or any material failure of it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and shall use reasonable best efforts to prevent or remedy the same; provided, however, that the delivery of notice pursuant to this Section 5.2 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; (ii) promptly deliver to Parent true and correct copies of any report, statement or schedule filed with the terms SEC and any public communication released by the Company or the Company Subsidiaries subsequent to the date of this Agreement or the transactions contemplated herebyAgreement; and (iii) use reasonable best efforts to maintain insurance with financially responsible companies in such amounts and against such risks and losses as are customary for such party.