Common use of Insurance Reports Clause in Contracts

Insurance Reports. (a) A true and complete list as of the date hereof of all the Subsidiaries through which Parent conducts its material insurance operations (collectively, the “Parent Insurance Entities”) is set forth in Section 5.11 of the Parent Disclosure Letter. Since December 31, 2018, each of the Parent Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent SAP Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. The financial statements included in the Parent SAP Statements fairly present, in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the statutory financial position of the relevant Parent Insurance Entity at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods indicated, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent SAP Statements that has not been resolved prior to the date hereof. Except as indicated therein, all assets that are reflected as admitted assets on the Parent SAP Statements comply with all applicable Insurance Laws with respect to admitted assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (b) The Reserves reported in the Parent SAP Statements (i) were determined to be within a reasonable range of estimates determined in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAP, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Parent does not make any representation or warranty in this Section 5.11(b) or in any other provision of this Agreement to the effect that the Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible.

Insurance Reports. (a) A true and complete list as of the date hereof of all the Subsidiaries through which Parent the Company conducts its material insurance operations (collectively, the “Parent Company Insurance Entities”) is set forth in Section 5.11 4.11 of the Parent Company Disclosure Letter. Since December 31, 2018, each of the Parent Company Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Company SAP Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. The financial statements included in the Parent Company SAP Statements fairly present, in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the statutory financial position of the relevant Parent Company Insurance Entity at the respective dates thereof and the results of operations of such Parent Company Insurance Entity for the respective periods indicated, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent Company SAP Statements that has not been resolved prior to the date hereof. Except as indicated therein, all assets that are reflected as admitted assets on the Parent Company SAP Statements comply with all applicable federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws Laws”) with respect to admitted assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. (b) The Reserves reported in the Parent Company SAP Statements (i) were determined to be within a reasonable range of estimates determined in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAP, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. Parent The Company does not make any representation or warranty in this Section 5.11(b4.11(b) or in any other provision of this Agreement to the effect that the Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or or, subject to Section 4.13, that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible.

Insurance Reports. (a) A true Each of Company’s subsidiaries which by virtue of its operations and complete list activities is required to be licensed as of the date hereof of all the Subsidiaries through which Parent conducts its material an insurance operations company (collectively, the “Parent Company Insurance Entities”) is set forth listed in Section 5.11 3.1(m) of the Parent Company Disclosure Letter. Since December 31January 1, 20182007, each of the Parent Company Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Company SAP Statements”), except for such failures to file which that would not, individually or in the aggregate, reasonably be likely expected to have a Parent Material Adverse EffectEffect on Company. The financial Company has delivered or made available to Parent, to the extent permitted by applicable laws, true and complete copies of all annual Company SAP Statements for each Company Insurance Entity for the periods beginning January 1, 2007 and through the date hereof and the quarterly Company SAP Statements for each Company Insurance Entity for the quarterly periods ended September 30, 2007, March 31, 2008 and, once duly and timely filed, June 30, 2008, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by Company on or after January 1, 2007 and through the date hereof relating to Company Insurance Entities. Financial statements included in the Parent Company SAP Statements fairly present, were prepared in conformity in all material respects with SAPSAP prescribed or permitted by the applicable insurance regulatory authority, in each case, consistently applied for the periods involved, covered thereby and present fairly in all material respects the statutory financial position of the relevant Parent Company Insurance Entity as at the respective dates thereof and the results of operations of such Parent Company Insurance Entity for the respective periods indicatedthen ended. The Company SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing by any Governmental Authority Entity with respect to any Parent Company SAP Statements. The statutory balance sheets and income statements included in the annual Company SAP Statements that have been audited by Company’s independent auditors, and Company has not been resolved prior delivered or made available to the date hereof. Except as indicated thereinParent true and complete copies of all audit opinions related thereto for periods beginning January 1, all assets that are reflected as admitted assets on the Parent SAP Statements comply with all applicable Insurance Laws with respect to admitted assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect2007. (b) The Reserves reported in the Parent SAP Statements (i) were determined to be within a reasonable range of estimates determined in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAP, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. Parent does not make any representation or warranty in this Section 5.11(b) or in any other provision of this Agreement to the effect that the Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible.

Insurance Reports. (a) A true and complete list as of the date hereof of all the Subsidiaries through which Parent the Company conducts its material insurance operations (collectively, the “Parent Company Insurance Entities”) is set forth in Section 5.11 4.11 of the Parent Company Disclosure Letter. Since December 31June 30, 20182016, each of the Parent Company Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Company SAP Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. The financial statements included in the Parent Company SAP Statements fairly present, in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the statutory financial position of the relevant Parent Company Insurance Entity at the respective dates thereof and the results of operations of such Parent Company Insurance Entity for the respective periods indicated, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent Company SAP Statements that has not been resolved prior to the date hereof. Except as indicated therein, all assets that are reflected as admitted assets on the Parent Company SAP Statements comply with all applicable federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws Laws”) with respect to admitted assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. (b) The Reserves reported in the Parent Company SAP Statements (i) were determined to be within a reasonable range of estimates determined in accordance with generally accepted actuarial standards consistently applied throughout the specified period and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAP, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. Parent The Company does not make any representation or warranty in this Section 5.11(b4.11(b) or in any other provision of this Agreement to the effect that the Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or or, subject to Section 4.13, that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible.

Insurance Reports. (a) A true and complete list as of During the date hereof of all the Subsidiaries through which Parent conducts its material insurance operations (collectivelylast three years, the “Parent Insurance Entities”) is set forth in Section 5.11 of the Parent Disclosure Letter. Since December 31, 2018, each of the Parent Insurance Entities Corporation has filed all annual and quarterly or other statements, reports, submissions and other filings, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Governmental Authorities of the jurisdiction in which it is domiciled or commercially domiciled carries on business on forms prescribed or permitted by such authority Governmental Authority (collectively, the “Parent SAP Required Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. The financial statements included in the Parent SAP Statements fairly present, in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the statutory financial position of the relevant Parent Insurance Entity at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods indicated, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent SAP Statements that has not been resolved prior to the date hereof. Except as indicated therein, all assets that are reflected as admitted assets on the Parent SAP Required Statements comply with all Laws regulating the business and products of insurance enterprises and all applicable Orders and directives of insurance regulatory Governmental Authorities (collectively, the “Insurance Laws Laws”) with respect to admitted such assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (b) The Reserves reported . All such Required Statements were in compliance in all respects with Applicable Law when filed or as amended or supplemented, and all deficiencies or violations contained therein or that have otherwise been asserted in writing against the Parent SAP Statements (i) were determined to be within a reasonable range of estimates determined Corporation by any insurance regulatory Governmental Authority have been resolved in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAPall respects, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (b) The Reserves reported in the Required Statements (i) were determined in accordance with Insurance Laws and generally accepted actuarial standards, including selection of appropriate assumptions and methods, consistently applied throughout the specified period; (ii) are fairly stated in accordance with sound actuarial principles, except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; (iii) reflect each Insurance Contract and claim in the books and records of the Corporation that should, in accordance with accepted actuarial practice, including selection of appropriate assumptions and methods, have an actuarial liability or other liability reflected in such Required Statements; and (iv) are in compliance in all material aspects with Applicable Law. Parent The Corporation does not make any representation or warranty in this Section 5.11(b3.1(13)(b) or in any other provision of this Agreement to the effect that the such Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or or, subject to Section 3.1(15), that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible. In the last three years, no Governmental Authority has notified the Corporation that it is or will be disputing the methods employed by it in establishing and valuing current Reserves in the Required Statements or books and records of the Corporation or requesting or requiring that capital, in addition to the current amount thereof, be invested in the Corporation. In the last three years, there have been no changes in actuarial assumptions or methods used in the determination of such Reserves other than changes in the Ordinary Course of Business that are consistent with accepted actuarial practice. To the Knowledge of the Vendor, no circumstances have arisen during the last three years which are adversely inconsistent with such actuarial assumptions and methods and changes, and which would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. (c) Complete and correct copies of the Reports of the Appointed Actuary have been provided to the Purchaser. Except as qualified in the Reports of the Appointed Actuary, the information and data furnished by the Corporation to its actuaries (independent or otherwise) in connection with the preparation of the Reports of the Appointed Actuary were (a) accurate in all respects, except for inaccuracies that would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect; (b) derived from the books and records of the Corporation; and (c) generated from the same underlying sources and systems that were utilized by the Corporation to prepare Required Statements. Each Report of the Appointed Actuary was based upon an inventory of Insurance Contracts in force for the Corporation that was accurate at the relevant time of preparation, except for inaccuracies that would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. The Reports of the Appointed Actuary were prepared in accordance with the accepted actuarial practice in the applicable jurisdiction including selection of appropriate assumptions and methods. There have been no changes in actuarial assumptions or methods during the last three years other than changes in the Ordinary Course of Business that are consistent with accepted actuarial practice. To the Knowledge of the Vendor, no circumstances have arisen during the last three years which are adversely inconsistent with such actuarial assumptions and methods and changes, and which would, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

Insurance Reports. (a) A true and complete list as Each of the date hereof of all the Subsidiaries through which Parent the Company conducts its material insurance operations (collectively, the “Parent "Company Insurance Entities”") is set forth listed in Section 5.11 4.9 of the Parent Company Disclosure LetterSchedule, along with the jurisdiction in which each Subsidiary is domiciled or commercially domiciled. Since December 31, 2018, each Each of the Parent Company Insurance Entities has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent "Company SAP Statements”"), except for such failures to file which that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. The Company has delivered or made available to the Investors copies of all of the Company SAP Statements for each Company Insurance Entity for the periods beginning January 1, 2002 and through the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by the Company on or after January 1, 2002 and through the date hereof relating to the Company Insurance Entities. The financial statements included in the Parent Company SAP Statements fairly presentStatements, including the notes thereto, were prepared in conformity in all material respects with statutory accounting practices ("SAP") prescribed or permitted by the applicable insurance regulatory authority, in each case, case consistently applied for the periods involvedcovered thereby, and present fairly, in all material respects, the statutory financial position of the relevant Parent Company Insurance Entity as at the respective dates thereof and the results of operations of such Parent Company Insurance Entity for the respective periods indicatedthen ended. The Company SAP Statements complied in all material respects with all applicable Laws when filed, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent Company SAP Statements that has not been resolved prior to the date hereofStatements. Except as indicated therein, all assets that are reflected as admitted assets on the Parent Company SAP Statements comply in all material respects with all applicable foreign, U.S. federal, state and local Laws regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the "Insurance Laws Laws") with respect to admitted assets, as applicable, and are in an amount at least equal to the minimum amounts required by Insurance Laws, except for such failures to comply or failures to be at least equal to minimum amounts that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. (b) The Reserves reported in the Parent SAP Statements (i) were determined to be within a reasonable range of estimates determined in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAP, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Company Material Adverse Effect. Parent does not make any representation The annual statutory balance sheets and income statements included in the Company SAP Statements have been audited by the Company's independent auditors, and the Company has delivered or warranty in this Section 5.11(b) or in any other provision of this Agreement made available to the effect that the Reserves will be sufficient or adequate Investors true and complete copies of all audit opinions related thereto for the purposes for which they were established or that such Reserves may not develop adversely or that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectibleperiods beginning January 1, 2002.

Insurance Reports. (a) A true and complete list as of the date hereof Agreement Date of all the Subsidiaries through which Parent Sagicor conducts its material insurance operations (collectively, the “Parent Sagicor Insurance Entities”) is set forth in Section 5.11 3.12(a) of the Parent Sagicor Disclosure LetterSchedule. Since December 31, 2018During the last three (3) years, each of the Parent Sagicor Insurance Entities has filed all annual and quarterly or other statements, reports, submissions and other filings, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Governmental Authorities of the jurisdiction in which it is domiciled or commercially domiciled carries on business on forms prescribed or permitted by such authority Governmental Authority (collectively, the “Parent SAP Sagicor Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Sagicor Material Adverse Effect. The financial statements included in the Parent SAP Statements fairly present, in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the statutory financial position of the relevant Parent Insurance Entity at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods indicated, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent SAP Statements that has not been resolved prior to the date hereof. Except as indicated therein, all assets that are reflected as admitted assets on the Parent SAP Sagicor Statements comply with all Laws regulating the business and products of insurance and all applicable Orders and directives of insurance regulatory Governmental Authorities (collectively, the “Insurance Laws Laws”) with respect to admitted such assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Sagicor Material Adverse Effect. (b) The Reserves reported . All such Sagicor Statements were in the Parent SAP Statements (i) were determined to be within compliance in all respects with applicable Law when filed or as amended or supplemented, and all deficiencies or violations contained therein or that have otherwise been asserted in writing against a reasonable range of estimates determined Sagicor Insurance Entity by any insurance regulatory Governmental Authority have been resolved in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAPall respects, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Sagicor Material Adverse Effect. Parent does not make any representation or warranty . (b) The Reserves reported in this Section 5.11(bthe Sagicor Statements (i) or were determined in any other provision accordance with Insurance Laws and generally accepted actuarial standards, including selection of this Agreement to appropriate assumptions and methods, consistently applied throughout the effect that the Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible.specified period,

Insurance Reports. (a) A true and complete list as of the date hereof of all the Subsidiaries through which Parent the Company conducts its material insurance operations (collectively, the “Parent Company Insurance EntitiesSubsidiaries”) is set forth in Section 5.11 4.11(a) of the Parent Company Disclosure Letter. Since December 31June 30, 20182014, each of the Parent Company Insurance Entities Subsidiaries has timely filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Insurance Regulatory Authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Company SAP Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely expected to have a Parent Company Material Adverse Effect. The financial statements included in the Parent Company SAP Statements fairly presentwere (or, with respect to filings made after the date hereof, will be) prepared in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, covered thereby and fairly present in all material respects the statutory financial position of the relevant Parent Company Insurance Entity at Subsidiary as of the respective dates thereof and the results of operations and cash flows of such Parent Company Insurance Entity Subsidiary for the respective periods indicated, then ended and no material deficiency has been asserted by any Governmental Authority with respect to any Parent Company SAP Statements that has not been resolved prior to the date hereof. Except as indicated thereinAs of their respective filing dates, all assets that are reflected as admitted assets on the Parent Company SAP Statements comply with complied with, to the extent in effect at the time of filing or submission, the applicable requirements of all applicable federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of Insurance Laws with respect to admitted assetsRegulatory Authorities (collectively, as applicablethe “Insurance Laws”), except for such failures where the failure to comply that be in compliance would not, individually or in the aggregate, reasonably be likely expected to have a Parent Company Material Adverse Effect. (b) The Reserves reported in the Parent Company SAP Statements (i) were determined to be within a reasonable range of estimates determined in accordance with generally accepted actuarial standards consistently applied throughout the specified period and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAP, except as would not, individually or in the aggregate, reasonably be likely expected to have a Parent Company Material Adverse Effect. Parent The Company does not make any representation or warranty in this Section 5.11(b4.11(b) or in any other provision of this Agreement to the effect that the Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or or, subject to Section 4.13, that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible.

Insurance Reports. (a) A true and complete list as of the date hereof of all the Subsidiaries through which Parent conducts its material insurance operations (collectively, the “Parent Insurance Entities”) is set forth in Section 5.11 of the Parent Disclosure Letter. Since December March 31, 20182015, each of the Parent Insurance Entities IHLIC has timely filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Insurance Regulator of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the “Parent Company SAP Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect. The financial statements included in the Parent Company SAP Statements fairly presentwere (or, with respect to filings made after the date hereof, will be) prepared in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the covered thereby and fairly present in all material respects IHLIC’s statutory financial position as of the relevant Parent Insurance Entity at the respective dates thereof and the results of operations and cash flows of such Parent Insurance Entity IHLIC for the respective periods indicated, then ended and no material deficiency has been asserted by any Governmental Authority with respect to any Parent Company SAP Statements that has not been resolved prior to the date hereof. Except as indicated thereinAs of their respective filing dates, all assets that are reflected as admitted assets on the Parent Company SAP Statements comply with complied, in all material respects, with, to the extent in effect at the time of filing or submission, the applicable requirements of all applicable federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of Insurance Laws with respect to admitted assetsRegulators (collectively, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect“Insurance Laws”). (b) The Reserves reserves for benefits, losses (including incurred but not reported losses and losses in course of settlement), claims, expenses and unearned premium arising under or in connection with the Insurance Contracts (collectively, “Insurance Reserves”) contained in the Parent Company SAP Statements (i) were determined to be within a reasonable range based on assumptions and methodologies that were in accordance with or more conservative than those called for in the provisions of estimates the relevant Insurance Contracts, (ii) were determined in accordance with generally accepted actuarial standards consistently applied throughout the specified period and the immediately prior period, (iiiii) are fairly stated in accordance with sound actuarial principles and SAP and (iv) satisfied the requirements of all applicable SAP, except Laws with respect to the establishment of reserves and are at least as would not, individually or in great as the aggregate, reasonably be likely to have a Parent Material Adverse Effectminimum aggregate amounts required by applicable Law. Parent The Company does not make any representation or warranty in this Section 5.11(b3.15(b) or in any other provision of this Agreement to the effect that the Insurance Reserves will be sufficient or adequate for the purposes for which they were established or that such Insurance Reserves may not develop adversely or or, subject to Section 3.17, that the reinsurance recoverables taken into account in determining the amount of the Insurance Reserves will be collectible.

Insurance Reports. (a) A true and complete list as of the date hereof Agreement Date of all the Subsidiaries through which Parent Sagicor conducts its material insurance operations (collectively, the “Parent Sagicor Insurance Entities”) is set forth in Section 5.11 3.12(a) of the Parent Sagicor Disclosure LetterSchedule. Since December 31, 2018During the last three (3) years, each of the Parent Sagicor Insurance Entities has filed all annual and quarterly or other statements, reports, submissions and other filings, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate insurance regulatory authorities Governmental Authorities of the jurisdiction in which it is domiciled or commercially domiciled carries on business on forms prescribed or permitted by such authority Governmental Authority (collectively, the “Parent SAP Sagicor Statements”), except for such failures to file which would not, individually or in the aggregate, reasonably be likely to have a Parent Sagicor Material Adverse Effect. The financial statements included in the Parent SAP Statements fairly present, in conformity in all material respects with SAP, in each case, consistently applied for the periods involved, the statutory financial position of the relevant Parent Insurance Entity at the respective dates thereof and the results of operations of such Parent Insurance Entity for the respective periods indicated, and no material deficiency has been asserted by any Governmental Authority with respect to any Parent SAP Statements that has not been resolved prior to the date hereof. Except as indicated therein, all assets that are reflected as admitted assets on the Parent SAP Sagicor Statements comply with all Laws regulating the business and products of insurance and all applicable Orders and directives of insurance regulatory Governmental Authorities (collectively, the “Insurance Laws Laws”) with respect to admitted such assets, as applicable, except for such failures to comply that would not, individually or in the aggregate, reasonably be likely to have a Parent Sagicor Material Adverse Effect. (b) The Reserves reported . All such Sagicor Statements were in the Parent SAP Statements (i) were determined to be within compliance in all respects with applicable Law when filed or as amended or supplemented, and all deficiencies or violations contained therein or that have otherwise been asserted in writing against a reasonable range of estimates determined Sagicor Insurance Entity by any insurance regulatory Governmental Authority have been resolved in accordance with generally accepted actuarial standards and (ii) are fairly stated in accordance with sound actuarial principles and applicable SAPall respects, except as would not, individually or in the aggregate, reasonably be likely to have a Parent Sagicor Material Adverse Effect. (b) The Reserves reported in the Sagicor Statements (i) were determined in accordance with Insurance Laws and generally accepted actuarial standards, including selection of appropriate assumptions and methods, consistently applied throughout the specified period, (ii) are fairly stated in accordance with sound actuarial principles, except as would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect and (iii) reflect each Insurance Contract and claim in the books and records of the Sagicor Insurance Entities that should, in accordance with accepted actuarial practice, including selection of appropriate assumptions and methods, have an actuarial liability or other liability reflected in such Sagicor Statements and (iv) are in compliance in all material aspects with applicable Law. Parent Sagicor does not make any representation or warranty in this Section 5.11(b3.12(a) or in any other provision of this Agreement to the effect that the such Reserves will be sufficient or adequate for the purposes for which they were established or that such Reserves may not develop adversely or or, subject to Section 3.14, that the reinsurance recoverables taken into account in determining the amount of the Reserves will be collectible. In the last three (3) years, no Governmental Authority has notified any of the Sagicor Insurance Entities that it is or will be disputing the methods employed by it in establishing and valuing current Reserves in the Sagicor Statements or books and records of the Sagicor Insurance Entities or requesting or requiring that capital, in addition to the current amount thereof, be invested in any of the Sagicor Insurance Entities. In the last three (3) years, there have been no changes in actuarial assumptions or methods used in the determination of such Reserves other than changes in the Ordinary Course that are consistent with accepted actuarial practice. To the Knowledge of Sagicor, no circumstances have arisen during the last three (3) years which are adversely inconsistent with such actuarial assumptions and methods and changes, and which would, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect. (c) Complete and correct copies of the Reports of the Appointed Actuary have been provided to Alignvest. Except as qualified in the Reports of the Appointed Actuary, the information and data furnished by the Sagicor Insurance Entities to its actuaries (independent or otherwise) in connection with the preparation of the Reports of the Appointed Actuary were (a) accurate in all respects, except for inaccuracies that would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect, (b) derived from the books and records of the applicable Sagicor Insurance Entity and (c) generated from the same underlying sources and systems that were utilized by the Sagicor Insurance Entities to prepare Sagicor Statements. Each Report of the Appointed Actuary was based upon an inventory of Insurance Contracts in force for the applicable Sagicor Insurance Entity that was accurate at the relevant time of preparation, except for inaccuracies that would not, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect. The Reports of the Appointed Actuary were prepared in accordance with the accepted actuarial practice in the applicable jurisdiction including selection of appropriate assumptions and methods. There have been no changes in actuarial assumptions or methods during the last three (3) years other than changes in the Ordinary Course that are consistent with accepted actuarial practice. To the Knowledge of Sagicor, no circumstances have arisen during the last three (3) years which are adversely inconsistent with such actuarial assumptions and methods and changes, and which would, individually or in the aggregate, reasonably be likely to have a Sagicor Material Adverse Effect.