TERMS AND CONDITIONS OF THE LETTERS RE REORGANIZATION. The Commissioner's and the Conservator's agreement to execute, and the Conservator's agreement to deliver to Debtors the Letters Re Reorganization, are made in reliance on the Debtor's express representations, which are hereby made by Debtors that to the best of their knowledge, that except as provided below as of the first day that the stock of Superior National Insurance Group was publicly traded, none of the Debtors or any of their respective directors, officers, employees, agents or attorneys have been contacted by or on behalf of the Securities & Exchange Commission ("SEC"), the Federal Bureau of Investigation, the Internal Revenue Service ("IRS"), the United States Justice Department, the United States Attorney's Office, or any other Federal law enforcement or regulatory agency, or any division or branch of any of the foregoing agencies, regarding any pending or threatened investigation, enforcement proceeding, indictment, charge or any other similar legal action arising from the conduct or operation of Debtors' businesses or the conduct or operation of the Conserved Companies' businesses. The exception to the foregoing representation is that Debtors have been contacted by the SEC regarding their failure to file timely their Form 10K annual report Debtors do not know if the SEC ever contacted any person regarding the activities of Business Insurance Group, Inc., or its subsidiaries, prior to December 31, 1998. Similarly, Debtors' execution of this Agreement is made in reliance on the Conservator's representation that the Conservator has not contacted the IRS or the SEC on any matter relating to the Debtors or the Conserved Companies, other than the filing of Forms 56 to notify the IRS of the appointment of the Commissioner as a fiduciary for the Conserved Companies and the Commissioner's and Conservator's representation and warranty that neither of them has, to the best of his knowledge, asked, suggested, encouraged or assisted directly or indirectly any other regulator to pursue or take any action adverse to the Debtors. In the event that the Commissioner or the Conservator learn that, without his knowledge, such a request, suggestion, encouragement or assistance has occurred in contradiction to the above representation and warranty, the Commissioner or the Conservator, as applicable, shall take all necessary action to correct and modify such request, suggestion, encouragement or assistance consistent with the terms and conditions set forth herein a...

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Terms and Conditions of Merger The terms and conditions of the merger are (in addition to those set forth elsewhere in this Plan) as follows:
Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:
Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:
Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:
Conditions to the Obligations of Parent and Merger Subsidiary The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:
Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:
Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:
Conditions of Merger 50 SECTION 7.1 Conditions to Obligation of Each Party to Effect the Merger.............................................. 50 SECTION 7.2 Additional Conditions to Obligation of Parent and Purchaser to Effect the Merger...................... 51 SECTION 7.3 Additional Conditions to Obligation of the Company to Effect the Merger................................... 51 ARTICLE VIII
Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:
Conditions to the Company’s Obligations to Effect the Merger The obligations of the Company to consummate the Merger shall be subject to the satisfaction or waiver prior to the Effective Time of each of the following conditions, any of which may be waived exclusively by the Company:

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