Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture or the other Transaction Documents, as applicable. "Account Control Agreement" means the Account Control Agreement, dated as of the Closing Date, among the Company, the Servicer, and the Trustee

Section 1.2 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) words of any gender shall be deemed to include each other gender; (b) words using the singular or plural number shall also include the plural or singular number, respectively; (c) references to "hereof," "herein," "hereby," "hereunder," and similar terms shall refer to this entire Agreement and not to the particular provi

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a Delaware limited liability company by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on August 3, 2022, pursuant to the Act. The rights, powers, duties, obligations, and liabilities of the Member, the Company, and the Independent Manager shall be as provided in the Act, except as otherwise provided herein. To the exte

Section 2.2 — Name The name of the Company is "Quorum Receivables Funding 2022-1 LLC." The Company shall conduct its business solely under its own name, and shall not use the name of any Affiliate or any other person in a manner that would suggest that the Company is not a separate legal entity from the Member, QPF, QIH, QRH, or any other Affiliate. The Company's business shall be conducted, and its assets shall be h

Section 2.3 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware is c/o Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, or such other registered agent as may be appointed from time to time in accordance with the Act. The Member may change the registered agent and registered office of the Company from time to time in accordance with the Act, with t

Section 2.4 — Principal Office The principal office of the Company shall be at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, or such other place as the Member may from time to time designate with the prior written consent of the Independent Manager. The Company may maintain such other offices as the Member may deem necessary or desirable, provided that any such additional office shall be maintained in

Section 2.5 — Term The Company shall have a perpetual term and shall continue in existence until dissolved in accordance with Article X of this Agreement and the Act. The existence of the Company as a separate legal entity shall continue until the filing of a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the Act and Section 10.3 of this Agreement.

Section 2.6 — Fiscal Year The fiscal year of the Company shall be the calendar year, ending on December 31 of each year, unless otherwise determined by the Member with the prior written consent of the Independent Manager and in compliance with the requirements of the Internal Revenue Code and the Transaction Documents.

ARTICLE III — PURPOSE AND POWERS

Section 3.1 — Limited Purpose The Company is organized for the following limited purposes, and the Company shall not engage in any business or activity other than in connection with the following: (a) to acquire, hold, manage, and finance insurance premium finance receivables and related assets transferred to the Company by QRH pursuant to the Receivables Transfer Agreement; (b) to issue the Notes under and pursuant

Section 3.2 — Powers Subject to the limitations set forth in this Agreement (including the separateness covenants set forth in Article VI, the consent requirements involving the Independent Manager set forth in Article VII, and the limitations on activities set forth in Section 3.3), the Company shall have all powers granted to a limited liability company organized under the Act that are necessary or convenient to ca

Section 3.3 — Limitations on Activities Notwithstanding anything to the contrary in this Agreement or the Act, the Company shall not: (a) engage in any business or activity other than as described in Section 3.1; (b) acquire any assets other than the Receivables, related rights, collections and proceeds thereof, and the accounts, investments, and other assets held pursuant to the Transaction Documents; (c) incur any

Section 4.1 — Sole Member The sole member of the Company is Quorum Receivables Holding LLC, a Delaware limited liability company organized under the laws of the State of Delaware (Delaware Secretary of State File No. 7894228, EIN: 88-1247619). QRH is a wholly owned subsidiary of Quorum Premium Finance LLC, which is in turn a wholly owned subsidiary of Quorum Insurance Holdings Corp. The Member's principal office addr

Section 4.2 — Admission of Additional Members No additional members shall be admitted to the Company without the prior written consent of the Member and the Independent Manager and, following the issuance of the Notes, the prior written consent of the Trustee. Any person admitted as an additional member of the Company shall be required to agree in writing to be bound by the terms and conditions of this Agreement, inc

Section 4.3 — Resignation or Withdrawal The Member shall not resign or withdraw from the Company without the prior written consent of the Independent Manager and, following the issuance of the Notes, the prior written consent of the Trustee, and then only if a successor member has been duly admitted to the Company in accordance with Section 4.2. Any purported resignation or withdrawal in violation of this Section 4.3

Section 4.4 — Liability of Member The Member shall not be liable for the debts, obligations, or liabilities of the Company solely by reason of being a member of the Company, as provided by the Act. The Member shall not be required to lend any funds to the Company or to make any additional capital contributions to the Company beyond those expressly set forth in this Agreement. Except as otherwise provided by the Act o

Section 4.5 — Transfer of Membership Interest The Member shall not sell, assign, transfer, pledge, encumber, hypothecate, or otherwise dispose of all or any portion of its membership interest in the Company without the prior written consent of the Independent Manager and, following the issuance of the Notes, the prior written consent of the Trustee, except as may be expressly contemplated by the Transaction Documents

ARTICLE V — CAPITAL CONTRIBUTIONS AND ALLOCATIONS

Section 5.1 — Initial Capital Contribution The Member has made or shall make, concurrently with the execution of this Agreement, an initial capital contribution to the Company in the amount of One Hundred Dollars ($100) in cash, as more particularly described in Exhibit B attached hereto. The initial capital contribution of the Member shall be reflected on the books and records of the Company and shall be credited to

Section 5.2 — Additional Capital Contributions No member shall be required to make any additional capital contributions to the Company. The Member may, but shall not be obligated to, make additional capital contributions to the Company from time to time in such amounts and at such times as the Member may determine, in its sole discretion, to be necessary or appropriate. Any additional capital contributions shall be r

Section 5.3 — No Interest on Capital Contributions No interest shall be paid on any capital contribution made by the Member to the Company. No member shall have the right to demand or receive any return of its capital contribution, except as provided in Section 5.7 and Article X of this Agreement.

Section 5.4 — Capital Accounts A capital account shall be maintained for the Member in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) promulgated under Section 704 of the Internal Revenue Code, to the extent applicable to a limited liability company with a sole member. The capital account of the Member shall be adjusted for all capital contributions, distributions, allocations of inc

Section 5.5 — Allocations of Profits and Losses All items of income, gain, loss, deduction, and credit of the Company for each fiscal year (or other relevant period) shall be allocated to the Member as the sole member of the Company. Because the Company has only one member, all allocations of income, gain, loss, deduction, and credit shall be made entirely to the Member, and no special allocation provisions shall be

Section 5.6 — Tax Classification The Company is intended to be treated as a disregarded entity for United States federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3. The Company shall not elect to be classified as an association taxable as a corporation for federal income tax purposes, and neither the Company nor the Member shall file any election on Internal Revenue Service Form 8832 (Ent

Section 5.7 — Distributions Distributions shall be made by the Company to the Member at such times and in such amounts as the Member may determine, subject to the following limitations: (a) No distribution shall be made if, after giving effect thereto, the Company would not be able to pay its debts as they become due in the ordinary course of business, or if the total assets of the Company would be less than the sum

ARTICLE VI — SEPARATENESS COVENANTS

Section 6.1 — General The Company has been organized as, and shall be maintained as, a Special Purpose Entity. The Company, the Member, and the Independent Manager shall at all times cause the Company to comply with the covenants set forth in this Article VI. The separateness covenants contained in this Article VI are intended to ensure that the Company is and remains a bankruptcy-remote entity, separate and distinct

Section 6.2 — Specific Covenants So long as the Company exists, the Company shall: (a) maintain its own separate books, records, and accounts (including bank accounts and all accounts established pursuant to the Transaction Documents) distinct from those of any Affiliate (including QIH, QPF, and QRH) and shall ensure that its financial records reflect its separate existence and all transactions with Affiliates; (b) a

Section 6.3 — Failure to Comply Failure of the Company, the Member, or any other person to comply with any of the covenants set forth in this Article VI shall not affect the status of the Company as a separate legal entity or be deemed to cause the assets and liabilities of the Company to be deemed to be assets and liabilities of the Member, QIH, QPF, QRH, or any other Affiliate. Notwithstanding the foregoing, the Me

ARTICLE VII — INDEPENDENT MANAGER

Section 7.1 — Appointment; Qualifications The Company shall at all times have at least one (1) Independent Manager. The initial Independent Manager shall be Timothy R. Callan, provided by Fortbridge Corporate Services LLC (the "Independent Manager Provider"), with a principal office at 1209 Orange Street, Wilmington, Delaware 19801. The appointment of the initial Independent Manager shall be effective as of the date

Section 7.2 — Duties and Consent Rights The Independent Manager shall have no authority to manage the day-to-day business and affairs of the Company, which shall be managed by the Member as set forth in Article VIII. The Independent Manager shall not be an employee of the Company and shall not receive compensation or benefits from the Company, the Member, or any Affiliate, other than the fees payable to the Independe

Section 7.3 — Removal and Replacement The Independent Manager may be removed and replaced only by the Member with the prior written consent of the Trustee (following the issuance of the Notes). Any successor Independent Manager must satisfy all of the qualifications set forth in Section 7.1 of this Agreement. In the event the Independent Manager is removed, resigns, becomes incapacitated, dies, or otherwise ceases to

Section 7.4 — Compensation The Independent Manager shall be entitled to receive reasonable compensation from the Company for services rendered as Independent Manager, payable by the Company solely from its own funds. Such compensation shall be as agreed between the Company and the Independent Manager Provider pursuant to the Independent Manager Agreement and shall constitute an administrative expense of the Company,

Section 7.5 — Independent Manager Provider Agreement The appointment of the Independent Manager shall be governed by that certain Independent Manager Agreement, dated as of August 3, 2022, between the Company and Fortbridge Corporate Services LLC, as Independent Manager Provider. The terms and conditions of the Independent Manager Agreement shall be consistent with the provisions of this Agreement, and in the event o

Section 8.1 — Management by Member The business and affairs of the Company shall be managed by the Member, subject to the consent rights of the Independent Manager set forth in Section 7.2 and the limitations set forth in Article III, Article VI, and Article IX of this Agreement. The Member shall have full, exclusive, and complete authority to manage and control the business, affairs, and properties of the Company, t

Section 8.2 — Officers The Member may appoint officers of the Company, including a President, one or more Vice Presidents, a Secretary, a Treasurer, an Assistant Secretary, an Assistant Treasurer, or such other officers as the Member may deem appropriate from time to time. Sandra Ling-Hwang, in her capacity as Treasurer of QIH and Manager of QPF, is authorized to act on behalf of the Member in connection with the adm

Section 8.3 — Authority of Officers Any officer appointed in accordance with Section 8.2 shall have such authority and duties as may be delegated to such officer by the Member, subject to the limitations set forth in this Agreement and the Transaction Documents. No officer shall have the authority to take any action that requires the consent of the Independent Manager under Section 7.2 without first obtaining such co

Section 8.4 — Reliance by Third Parties Any person dealing with the Company may rely upon a certificate signed by any authorized officer of the Company (or by the Member) as to (a) the identity of any officer or other person authorized to act on behalf of the Company, (b) the existence and terms of any resolution, consent, or authorization of the Member or the Independent Manager, or (c) the authority of any such off

ARTICLE IX — NON-PETITION COVENANT

Section 9.1 — Non-Petition Covenant Each of the Member and the Independent Manager hereby covenants and agrees that it shall not, prior to the date that is one year and one day (or, if longer, the applicable preference period under applicable law plus one day) after the payment in full of all Notes and all other obligations under the Transaction Documents: (a) institute, or join in any institution of, any Bankruptcy

Section 9.2 — Survival The provisions of this Article IX shall survive the termination of this Agreement, the dissolution of the Company, and the resignation, removal, or replacement of the Member or the Independent Manager. The non-petition covenant set forth in Section 9.1 shall be binding upon the Member, the Independent Manager, and their respective successors, assigns, heirs, executors, administrators, and legal

Section 9.3 — Third-Party Beneficiaries The provisions of this Article IX are for the express benefit of the Trustee, the noteholders, and the other secured parties under the Transaction Documents, and such persons shall be express third-party beneficiaries of this Article IX with the right to enforce the provisions hereof directly against the Member and the Independent Manager. This Article IX may not be amended, mo

ARTICLE X — DISSOLUTION AND WINDING UP

Section 10.1 — Events of Dissolution The Company shall be dissolved only upon the earliest to occur of: (a) the written consent of the Member and the Independent Manager, and (following the issuance of the Notes) the prior written consent of the Trustee; (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; (c) the date on which all Notes have been paid in full and all obli

Section 10.2 — Winding Up Upon dissolution of the Company pursuant to Section 10.1, the Company shall be wound up by the Member (or, if the Member is no longer available or is unable to act, by the Independent Manager or a person appointed by the Trustee to act as liquidating agent). The person conducting the winding up (the "Liquidating Agent") shall have all powers and authority granted to a liquidating agent under

Section 10.3 — Certificate of Cancellation Upon the completion of the winding up of the Company and the distribution of all of its assets in accordance with Section 10.2, the Member (or the Liquidating Agent) shall file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the Act. Upon the filing of such certificate of cancellation, the existence of t

Section 10.4 — No Dissolution by Member Action The Company shall not be dissolved by the admission, withdrawal, resignation, expulsion, bankruptcy, dissolution, or termination of the legal existence of the Member, provided that a successor member is admitted to the Company within ninety (90) days after the occurrence of any such event in accordance with the Act and this Agreement. In the event that no successor membe

ARTICLE XI — EXCULPATION AND INDEMNIFICATION

Section 11.1 — Exculpation Neither the Member, any officer of the Company, nor the Independent Manager shall be liable to the Company or to any member, manager, or other person for any loss, damage, liability, or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferre

Section 11.2 — Indemnification The Company shall, to the fullest extent permitted by the Act and applicable law, indemnify and hold harmless the Member, the Independent Manager, and each officer of the Company (each, an "Indemnified Party") from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses, court costs, and expenses of investigati

Section 11.3 — Indemnification of Independent Manager Without limiting the generality of Section 11.2, the Company shall indemnify the Independent Manager to the same extent as provided in Section 11.2, and such indemnification obligation shall be an obligation of the Company payable solely from the Company's own funds and assets. The Independent Manager shall also be entitled to the benefit of any directors and offi

ARTICLE XII — BOOKS AND RECORDS

Section 12.1 — Books and Records The Company shall maintain complete and accurate books and records of account, which shall be maintained separate and apart from the books and records of the Member, QIH, QPF, QRH, and all other Affiliates. Such books and records shall include, without limitation, records of all transactions entered into by or on behalf of the Company, records of all capital contributions and distribu

Section 12.2 — Inspection The Member and the Independent Manager (and, following the issuance of the Notes, the Trustee and, to the extent required by the Transaction Documents, the rating agencies — Brindoval Ratings Inc. and Pinnacle Rating Services LLC — and the Back-Up Servicer, Northvane Bank, National Association) shall have the right to inspect, examine, and copy the books and records of the Company at reasona

Section 12.3 — Financial Statements The Company shall prepare or cause to be prepared financial statements in accordance with generally accepted accounting principles as applied in the United States ("GAAP"), to the extent required by the Transaction Documents or applicable law. Such financial statements shall include, at a minimum, a balance sheet, an income statement, and a statement of cash flows for each fiscal y