Contract analysis

Section 1. Representations and Warranties Bring-Down. Each of the representations and warranties made by Quorum in Article [●] (Representations and Warranties of the Licensee) of the MDLA is true and correct in all material respects as of the date hereof (the "Closing Date"), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however,

Section 2. Covenants Compliance. Quorum has duly performed and complied, in all material respects, with all covenants, agreements, and obligations required to be performed or complied with by Quorum under the MDLA and the other Transaction Documents on or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that, on or prior to the Closing Date, Quorum ha

Section 3. No Material Adverse Change. The undersigned hereby certifies that, since the date of the MDLA through and including the Closing Date, no event, circumstance, change, effect, development, occurrence, or condition has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Quorum. For purposes of this Certificate, "Material Adv

Section 4. No Proceedings. The undersigned hereby certifies that, as of the Closing Date, no action, suit, proceeding, claim, investigation, or inquiry is pending or, to the knowledge of the undersigned (after due inquiry), threatened against Quorum or any of its subsidiaries before any court, arbitral tribunal, governmental authority, regulatory body, or self-regulatory organization that: (a) challenges or seeks to

Section 5. Lender Consent Confirmation. The undersigned hereby specifically certifies that Quorum has obtained the prior written consent of the Required Lenders (as such term is defined in Section 1.01 of the Credit Agreement) pursuant to Section 7.12(b) of the Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., as Borrower, the Lenders party thereto from time to t

Section 6. Insurance Certification. The undersigned hereby certifies that, as of the Closing Date, the following insurance coverages are in full force and effect with respect to Quorum and will remain in full force and effect throughout the term of the MDLA (including any renewal terms), in each case meeting or exceeding the minimum coverage requirements set forth in Article [●] of the MDLA: (a) Commercial General Li

Section 7. Incumbency and Authority. The undersigned hereby certifies that the undersigned is a duly elected and currently serving officer of Quorum Insurance Holdings Corp., holding the title of [●], and is fully authorized to execute and deliver this Certificate on behalf of Quorum. Such authority derives from, and is evidenced by, the resolutions of the Board of Directors of Quorum duly adopted on [●], 20[●], a tr

Section 8. Reliance. The undersigned acknowledges and agrees that Meridian Credit intelligence, Inc. is relying upon the truth, accuracy, and completeness of the certifications, representations, and statements contained in this Certificate as a material condition to the closing of the transactions contemplated by the MDLA. The undersigned further acknowledges that Meridian would not consummate the Closing without rec

Section 9. Governing Law. This Bring-Down Certificate shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. [Signature Page Follows] [Signature