Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Limited Liability Company Agreement of Quorum Receivables Holding LLC, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Bankruptcy" means, with respect to any Person, (a) the filing by such Person of a volun

Section 1.2 Rules of Construction. Unless the context otherwise requires, (a) references to "Articles," "Sections," and "Exhibits" are to Articles, Sections, and Exhibits of this Agreement; (b) words in the singular include the plural and vice versa; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this Agreement as a whole; (d) the term "including" means "including witho

ARTICLE II FORMATION AND ORGANIZATION

Section 2.1 Formation. The Company was formed as a Delaware limited liability company pursuant to the Delaware Act by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on August 3, 2022, under Delaware Secretary of State File No. 7894228. A copy of the Certificate of Formation is attached hereto as Exhibit A. The Member hereby ratifies and confirms the actions taken in co

Section 2.2 Name. The name of the Company is "Quorum Receivables Holding LLC." The Company's business shall be conducted solely under such name or such other name or names as the Member may from time to time approve in writing; provided, however, that any such name must include "Quorum Receivables Holding" and must indicate the Company's limited liability company status in a manner compliant with the Delaware Act. Th

Section 2.3 Registered Office and Registered Agent. The registered office of the Company in the State of Delaware is located at the office of Ashgrove Services Inc., and the registered agent of the Company at such address is Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005. The Member may change the registered office or the registered agent, or both, from time to time by filing an appropriate amend

Section 2.4 Principal Office. The principal office of the Company is located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, or at such other place as the Member may designate from time to time by written notice to the Independent Manager. The Company may maintain such additional offices as the Member may deem necessary or appropriate in connection with the conduct of the Company's business.

Section 2.5 Term. The Company shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of Article XIII of this Agreement and the Delaware 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 Section 13.3 of

Section 2.6 Employer Identification Number. The Company's federal employer identification number (EIN) is 88-1247619. The Member shall cause the Company to use such EIN in all filings and correspondence with the Internal Revenue Service and other governmental authorities, as applicable.

ARTICLE III PURPOSE AND POWERS

Section 3.1 Limited Purpose. The purpose of the Company is strictly limited to the following: (a) acquiring, holding, managing, and transferring insurance premium finance receivables originated by Quorum Premium Finance LLC (the Member) pursuant to the Receivables Sale Agreement; (b) transferring, selling, or contributing such receivables to Quorum Receivables Funding 2022-1 LLC (the Issuer) pursuant to the Receivabl

Section 3.2 Powers. Subject to the limitations set forth herein, including the limited purpose provisions of Section 3.1, the Separateness Covenants of Article VI, and the Independent Manager consent requirements of Article VII, the Company shall have all powers necessary, suitable, or convenient to carry out the purposes set forth in Section 3.1, including, without limitation, the power to: (a) execute, deliver, and

Section 4.1 Sole Member. The sole member of the Company is Quorum Premium Finance LLC, a Delaware limited liability company, with its principal office at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. QPF holds the Sole Member Interest, representing a one hundred percent (100%) membership interest in the Company. The name, address, taxpayer identification number, and percentage interest of the Member a

Section 4.2 Liability of Member. The Member shall not be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. The Member's liability shall be limited to the extent provided under the Delaware Act and this Agreement. Nothing in this Section 4.2 shall be construed to limit the obligations of the M

Section 4.3 Admission of Additional Members. No additional members shall be admitted to the Company without the unanimous written consent of the Member and the Independent Manager, and only if such admission (a) would not adversely affect the bankruptcy-remote status of the Company, (b) would not cause the Company to be treated as a partnership or association taxable as a corporation for federal income tax purposes,

Section 4.4 Transfer of Membership Interest. The Member shall not sell, assign, pledge, hypothecate, encumber, or otherwise transfer or dispose of its membership interest in the Company, in whole or in part, without (a) the prior written consent of the Independent Manager, (b) prior notification to each of the rating agencies that have assigned ratings to any notes issued by the Issuer (as of the date hereof, Brindov

Section 4.5 Withdrawal. The Member may not withdraw or resign from the Company if such withdrawal or resignation would (a) cause the Company to be dissolved in violation of Article XIII of this Agreement, (b) adversely affect the bankruptcy-remote status of the Company, (c) adversely affect the Securitization Transaction or any obligations under the Transaction Documents, or (d) result in the Company ceasing to have

ARTICLE V CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS

Section 5.1 Initial Capital Contribution. The Member shall make an initial capital contribution to the Company in such amount and form as determined by the Member in connection with the formation of the Company and the consummation of the Securitization Transaction. No minimum capital contribution is required by this Agreement. The amount and nature of the initial capital contribution shall be reflected on the books

Section 5.2 Additional Capital Contributions. The Member is not required to make any additional capital contributions to the Company. Any additional capital contributions shall be made at the sole discretion of the Member and shall be reflected on the books and records of the Company. No Person may make a loan to the Company that constitutes a disguised capital contribution without the consent of the Member.

Section 5.3 Capital Accounts. A capital account shall be established and maintained for the Member in accordance with applicable provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The capital account shall be credited with the amount of any capital contributions made by the Member and all items of income and gain allocated to the Member, and shall be debi

Section 5.4 Distributions. Distributions to the Member shall be made at such times and in such amounts as determined by the Member in its sole discretion; provided, however, that no distribution shall be made if, after giving effect to such distribution: (a) the Company would be unable to pay its debts as they become due in the ordinary course of business, as contemplated by Section 18-607 of the Delaware Act; (b) su

Section 5.5 No Interest on Capital. No interest shall accrue or be payable on any capital contribution made by the Member or on any capital account balance of the Member. The Member shall not be entitled to receive interest on its capital contributions or to demand a return of its capital contributions, except as expressly provided in this Agreement or upon dissolution and winding up of the Company in accordance with

ARTICLE VI SEPARATENESS COVENANTS

Section 6.1 General. In furtherance of the bankruptcy-remote status of the Company, and as a fundamental condition to the Securitization Transaction, the Company covenants and agrees that, so long as any obligations remain outstanding under the Transaction Documents or any notes issued by the Issuer remain outstanding, whichever is later, the Company shall comply with each of the separateness covenants set forth in t

Section 6.2 Separate Existence. The Company shall at all times: (a) maintain its own separate books, records, financial statements, and accounts distinct from those of the Member (Quorum Premium Finance LLC), Quorum Insurance Holdings Corp., and any other affiliate, and shall not permit the books, records, financial statements, or accounts of the Company to be maintained on a combined or consolidated basis with those

Section 6.3 Organizational Documents. The Company shall not amend, modify, restate, supplement, or terminate this Agreement or the Certificate of Formation in any manner that is inconsistent with the provisions of this Article VI, that would adversely affect the bankruptcy-remote status of the Company, or that would compromise the separateness of the Company from the Member and its affiliates, without the affirmative

Section 6.4 Survival. The provisions of this Article VI shall survive the dissolution of the Company and shall remain operative and in full force and effect so long as any obligations under the Transaction Documents remain outstanding or any notes issued by the Issuer remain outstanding, whichever is later. No dissolution, winding up, or termination of the Company shall affect the obligations of the Company or the Me

ARTICLE VII INDEPENDENT MANAGER

Section 7.1 Appointment of Independent Manager. The Company shall at all times have at least one (1) Independent Manager. As of the date hereof, Eleanor M. Vasquez, provided by Fortbridge Corporate Services LLC, located at 1209 Orange Street, Wilmington, Delaware 19801, is hereby appointed as the Independent Manager of the Company. The information regarding the Independent Manager is set forth on Exhibit C attached h

Section 7.2 Qualifications. The Independent Manager shall at all times be an individual who meets each of the following qualifications: (a) the Independent Manager is not, and has not been for at least five (5) years prior to appointment, a stockholder, member, partner, director, officer, employee, or affiliate of the Company, the Member, Quorum Insurance Holdings Corp., or any of their respective affiliates (other t

Section 7.3 Material Actions Requiring Independent Manager Consent. Notwithstanding any other provision of this Agreement or the Delaware Act, the Company shall not, without the prior unanimous written consent of both the Member and the Independent Manager, take any Material Action. For purposes of this Agreement, "Material Action" means any of the following actions or decisions: (a) filing a voluntary petition or ot

Section 7.4 Fiduciary Duties of Independent Manager. When voting on or considering whether to consent to or withhold consent from any Material Action, the Independent Manager shall owe fiduciary duties to the Company, including the duty of care and the duty of loyalty. In making any such determination, the Independent Manager shall consider the interests of the Company and its creditors (including, without limitation

Section 7.5 Removal and Replacement. The Independent Manager may be removed or replaced only (a) for cause (including, without limitation, the Independent Manager's failure to satisfy the qualification requirements set forth in Section 7.2, the Independent Manager's failure to perform the duties required under this Agreement, or the Independent Manager's commission of fraud, willful misconduct, or gross negligence),

Section 7.6 Compensation. The Company shall pay the compensation of the Independent Manager pursuant to the terms and conditions set forth in the Independent Manager Agreement dated as of August 3, 2022, between the Company and Fortbridge Corporate Services LLC. Such compensation shall be an expense of the Company payable from its own funds and assets and shall be paid on a timely basis. The payment of such compensat

Section 7.7 Limitation on Authority. The Independent Manager shall have no authority to bind the Company, to manage the business or affairs of the Company, to execute any agreement or instrument on behalf of the Company, or to take any other action on behalf of the Company, except as expressly set forth in this Article VII. The Independent Manager's sole authority is the right and obligation to consent to or withhold

ARTICLE VIII MANAGEMENT AND OFFICERS

Section 8.1 Management by Member. The business and affairs of the Company shall be managed by the Member, acting in its capacity as the sole member of the Company. The Member shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, properties, and operations of the Company, subject to the limitations set forth in this Agreement, including, without limitation, the

Section 8.2 Officers. The Member may from time to time appoint one or more officers of the Company (each, an "Officer" and collectively, the "Officers"), who shall have such titles, duties, responsibilities, and authority as the Member may from time to time determine and delegate. As of the date hereof, the following Officer is appointed: Sandra Ling-Hwang, Manager (in her capacity as Treasurer of Quorum Insurance Ho

Section 8.3 Actions by the Member. Any action required or permitted to be taken by the Member under this Agreement or the Delaware Act may be taken by the Member (acting through its own duly authorized officers, managers, or other representatives) by written consent without the need for a formal meeting or any other formality. Written consents may be executed in counterparts and delivered by electronic transmission.

Section 8.4 Delegation. The Member may delegate its management authority to Officers, employees, or agents of the Company or of the Member; provided, however, that (a) no such delegation shall relieve the Member of its obligations under this Agreement or the Transaction Documents, (b) no such delegation shall enable any delegatee to take any Material Action without the Independent Manager's prior written consent as r

ARTICLE IX NON-PETITION COVENANT

Section 9.1 Non-Petition. Each of the Member, the Independent Manager, and any Officer of the Company, in each case in its capacity as such, hereby covenants and agrees that it shall not, prior to the date that is one (1) year and one (1) day (or, if longer, any applicable preference period under applicable Bankruptcy or insolvency law) after the payment in full of all notes issued by the Issuer (Quorum Receivables F

Section 9.2 Binding Nature. The covenant set forth in Section 9.1 is given for the benefit of the Issuer, the Indenture Trustee (Calvoneth Trust Company, N.A.), the noteholders under the Indenture, and the other secured parties under the Transaction Documents, and shall be directly enforceable by each of them. Each of the foregoing Persons is an intended third-party beneficiary of this Article IX and shall have the r

Section 10.1 Tax Classification. The Company is a single-member limited liability company owned one hundred percent (100%) by Quorum Premium Finance LLC. For United States federal income tax purposes, the Company is intended to be treated as a disregarded entity within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii), meaning that the assets and liabilities of the Company will be treated as assets and

Section 10.2 State and Local Taxes. The Company shall comply with all applicable state and local tax filing and payment requirements in each jurisdiction in which the Company is required to file returns or make payments. The Company is organized and structured to avoid creating state-level franchise or income tax nexus in jurisdictions other than the State of Delaware, and the Member shall cause the Company's busines

Section 10.3 Tax Returns. To the extent required by applicable law, the Company shall prepare and file, or cause to be prepared and filed, all required federal, state, and local tax returns and informational reports in a timely manner. The Member shall report all items of income, gain, loss, deduction, and credit of the Company on its own federal income tax returns in a manner consistent with the treatment of the Com

ARTICLE XI BOOKS, RECORDS, AND REPORTS

Section 11.1 Books and Records. The Company shall maintain complete, accurate, and current books and records of its financial condition and operations, separate and apart from the books and records of the Member, Quorum Insurance Holdings Corp., and any other Person. Such books and records shall include, without limitation, the following: (a) a current list of the name, address, and membership interest of the Member;

Section 11.2 Inspection. The Member and the Independent Manager shall each have the right to inspect and copy the books and records of the Company at any reasonable time during normal business hours, upon reasonable prior notice to the Company. The Indenture Trustee and the rating agencies shall have such inspection rights as may be provided in the Transaction Documents.

Section 11.3 Financial Statements. The Company shall prepare, or cause to be prepared, financial statements of the Company as may be reasonably required by the Transaction Documents or as may be reasonably requested by the Member, the Indenture Trustee, or the rating agencies. Such financial statements may be prepared on a consolidated basis with the Member to the extent required by generally accepted accounting prin

Section 11.4 Annual Review. The Member shall cause the Company to conduct an annual review of the Company's compliance with the Separateness Covenants set forth in Article VI. Such review shall be documented in writing and a copy thereof shall be maintained with the books and records of the Company. The results of such review shall be made available to the Independent Manager upon request.

ARTICLE XII EXCULPATION AND INDEMNIFICATION

Section 12.1 Exculpation. No Covered Person shall be liable to the Company or the Member for any loss, damage, liability, or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith and in a manner reasonably believed by such Covered Person to be within the scope of authority granted by this Agreement and in the best interests of the Company, unless such act or omissio

Section 12.2 Indemnification. To the fullest extent permitted by the Delaware Act and applicable law, the Company shall indemnify, defend, and hold harmless each Covered Person from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising out of or relating to any act or

Section 12.3 Independent Manager Indemnification. In addition to the indemnification provided under Section 12.2, the Company shall indemnify, defend, and hold harmless the Independent Manager (Eleanor M. Vasquez) and Fortbridge Corporate Services LLC from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable

ARTICLE XIII DISSOLUTION AND WINDING UP