1025-00007 · Quorum Insurance Holdings · Closing

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DRAFT — October 12, 2022 — For Discussion Purposes Only — Subject to Completion

CLOSING CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP. AND QUORUM PREMIUM FINANCE LLC

Dated as of [●], 2022

$500,000,000 Aggregate Principal Amount of Asset-Backed Notes

Issued by

Quorum Receivables Funding 2022-1 LLC

Delivered Pursuant to the Note Purchase Agreement dated as of [●], 2022

among

Quorum Receivables Funding 2022-1 LLC, as Issuer,

Quorum Insurance Holdings Corp., as Sponsor,

Quorum Premium Finance LLC, as Seller and Servicer,

and

Ridgeline Capital Markets LLC, as Initial Purchaser

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This CLOSING CERTIFICATE (this "Certificate") is delivered as of [●], 2022 by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH"), and Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), in connection with the issuance and sale of $500,000,000 in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer" or "QRF 2022-1").

This Certificate is delivered pursuant to and in connection with:

(i) the Note Purchase Agreement dated as of [●], 2022 (the "Note Purchase Agreement"), among the Issuer, QIH (in its capacity as sponsor, the "Sponsor"), QPF (in its capacities as seller and servicer, respectively, the "Seller" and the "Servicer"), and Ridgeline Capital Markets LLC (the "Initial Purchaser");

(ii) the Indenture dated as of [●], 2022 (the "Indenture"), between the Issuer and Calvoneth Trust Company, N.A., a national banking association, as trustee (the "Trustee");

(iii) the Receivables Sale Agreement dated as of [●], 2022 (the "Receivables Sale Agreement"), between QPF (as Seller) and Quorum Receivables Holding LLC, a Delaware limited liability company ("QRH" or the "Purchaser");

(iv) the Receivables Transfer Agreement dated as of [●], 2022 (the "Receivables Transfer Agreement"), between QRH (as Transferor) and the Issuer (as Transferee);

(v) the Servicing Agreement dated as of [●], 2022 (the "Servicing Agreement"), among the Issuer, QPF (as Servicer), and the Trustee;

(vi) the Administration Agreement dated as of [●], 2022 (the "Administration Agreement"), between the Issuer and QIH (as Administrator); and

(vii) the Performance Guaranty dated as of [●], 2022 (the "Performance Guaranty"), executed by QIH in favor of the Trustee, for the benefit of the holders of the Notes.

Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Note Purchase Agreement or, if not defined therein, in the Indenture. All section references are to sections of this Certificate unless otherwise specified.

SECTION 1: RECITALS

WHEREAS, this Certificate is delivered pursuant to Section [●] of the Note Purchase Agreement as a condition precedent to the occurrence of the Closing Date (as defined herein) and to the obligation of the Initial Purchaser to consummate the purchase of the Notes;

WHEREAS, QIH is delivering this Certificate in its capacities as Sponsor of the securitization transaction contemplated by the Transaction Documents, as Administrator under the Administration Agreement, and as Guarantor under the Performance Guaranty;

WHEREAS, QPF is delivering this Certificate in its capacities as Originator and Seller of the receivables under the Receivables Sale Agreement, and as Servicer of the receivables pool under the Servicing Agreement;

WHEREAS, the undersigned are duly authorized officers of QIH and QPF, respectively, and are personally familiar with the transactions contemplated by the Transaction Documents, and have made such examinations and investigations as they have deemed necessary or appropriate in order to furnish this Certificate;

WHEREAS, the Issuer proposes to issue and sell three tranches of Notes on the Closing Date, consisting of:

(a) Class A Asset-Backed Notes in the aggregate principal amount of $375,000,000 (the "Class A Notes"), bearing preliminary CUSIP No. 74892TAA3;

(b) Class B Asset-Backed Notes in the aggregate principal amount of $75,000,000 (the "Class B Notes"), bearing preliminary CUSIP No. 74892TAB1; and

(c) Class C Asset-Backed Notes in the aggregate principal amount of $35,000,000 (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"), bearing preliminary CUSIP No. 74892TAC9,

for an aggregate principal amount of $485,000,000, together with overcollateralization in the amount of $15,000,000;

WHEREAS, QIH is a corporation duly incorporated and existing under the laws of the State of Delaware, with its headquarters and principal executive offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, and its employer identification number assigned by the Internal Revenue Service is 82-4391067; and

WHEREAS, QPF is a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office and place of business located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, and its employer identification number assigned by the Internal Revenue Service is 84-2653198, and QPF is a wholly owned subsidiary of QIH.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of QIH and QPF hereby certifies, represents, and warrants as follows:

SECTION 2: DEFINITIONS

For purposes of this Certificate, the following terms shall have the meanings set forth below:

"Closing Date" means [●], 2022, the date on which the Notes are to be issued and the purchase price therefor is to be paid by the Initial Purchaser.

"Cut-Off Date" means June 30, 2022, the date as of which the receivables included in the Initial Pool were identified and the pool characteristics were determined for purposes of the Transaction Documents and the Offering Memorandum.

"Initial Pool Balance" means $612,000,000, representing the aggregate outstanding principal balance of all receivables included in the Initial Pool as of the Cut-Off Date.

"Transaction Documents" means, collectively, each of the following agreements, instruments, and documents entered into in connection with the issuance of the Notes:

(a) the Indenture;

(b) the Note Purchase Agreement;

(d) the Receivables Transfer Agreement;

(e) the Servicing Agreement;

(f) the Back-Up Servicing Agreement dated as of [●], 2022, between the Issuer, QPF (as Servicer), and Northvane Bank, N.A. (as Back-Up Servicer);

(g) the Administration Agreement;

(h) the Liquidity Facility Agreement dated as of [●], 2022, among the Issuer, QIH, and the Liquidity Provider named therein;

(i) the Account Control Agreement dated as of [●], 2022, among the Issuer, the Trustee, and the Securities Intermediary named therein;

(j) the Custodian Agreement dated as of [●], 2022, among the Issuer, the Servicer, and the Custodian named therein;

(k) the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022, by QRH in favor of the Issuer;

(l) the Performance Guaranty;

(m) the Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC; and

(n) the Limited Liability Company Agreement of Quorum Receivables Holding LLC.

All other capitalized terms used but not defined in this Certificate shall have the meanings assigned to such terms in the Note Purchase Agreement. To the extent that any capitalized term is used in this Certificate and is not defined in the Note Purchase Agreement, such term shall have the meaning assigned to it in the Indenture. In the event of any conflict between the definitions set forth in the Note Purchase Agreement and the definitions set forth in the Indenture, the definitions set forth in the Note Purchase Agreement shall control for purposes of this Certificate.

SECTION 3: CERTIFICATIONS OF QIH (AS SPONSOR, ADMINISTRATOR, AND GUARANTOR)

QIH hereby certifies, represents, and warrants to the Initial Purchaser, the Trustee, and each other party entitled to rely on this Certificate pursuant to Section 7 hereof, in each case as of the Closing Date, as follows:

3.1 Organization and Good Standing

QIH is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. QIH has the corporate power and authority to own its properties and to conduct its business as presently conducted and as contemplated to be conducted. QIH is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including the State of Connecticut, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. The shares of common stock of QIH are listed on the New York Stock Exchange under the ticker symbol "QIHC," and QIH is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

3.2 Due Authorization; Execution and Delivery

The execution, delivery, and performance by QIH of each Transaction Document to which it is a party have been duly authorized by all necessary corporate action on the part of QIH, including resolutions of the Board of Directors of QIH duly adopted at a meeting held on or about July 27, 2022 (true, correct, and complete copies of which have been certified in the Secretary's Certificate of QIH delivered on the Closing Date). No further corporate action or approval is required on the part of QIH in connection with the transactions contemplated by the Transaction Documents.

Each Transaction Document to which QIH is a party has been (or, on the Closing Date, will have been) duly executed and delivered by QIH and constitutes (or, upon such execution and delivery, will constitute) a legal, valid, and binding obligation of QIH, enforceable against QIH in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity.

3.3 No Conflicts

The execution, delivery, and performance by QIH of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of QIH's Amended and Restated Certificate of Incorporation, as amended through the date hereof, or its Amended and Restated Bylaws, as amended through the date hereof;

(b) violate, conflict with, or result in a breach or contravention of, or the commission of a default under, any applicable law, statute, regulation, rule, order, writ, judgment, injunction, or decree of any court, governmental authority, or regulatory body applicable to QIH or any of its properties or assets;

(c) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, require any consent or approval under, or give rise to any right of termination, modification, acceleration, or cancellation under, any material agreement, contract, indenture, mortgage, deed of trust, credit facility, note, lease, license, or other instrument to which QIH is a party or by which QIH or any of its properties or assets is bound; or

(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or claim of any nature whatsoever upon any property or asset of QIH, other than liens and security interests created pursuant to or contemplated by the Transaction Documents.

3.4 Governmental Approvals

No consent, approval, authorization, license, permit, registration, or order of, or filing with, any governmental authority, regulatory body, or any other person is required for the execution, delivery, or performance by QIH of the Transaction Documents or the consummation by QIH of the transactions contemplated thereby, other than:

(a) those consents, approvals, authorizations, licenses, permits, registrations, orders, and filings that have been obtained or made and are in full force and effect as of the Closing Date;

(b) any filings required to be made with the Securities and Exchange Commission in connection with QIH's periodic reporting obligations under the Securities Exchange Act of 1934, as amended; and

(c) the filing of a certificate of good standing or similar instrument with the Secretary of State of the State of Delaware, to the extent required under applicable Delaware law.

3.5 No Litigation

There is no action, suit, proceeding, claim, investigation, or inquiry pending before any court, governmental authority, regulatory body, or arbitrator, or, to the knowledge of the undersigned (after due inquiry), threatened against or affecting QIH or any of its subsidiaries, that (a) challenges the validity or enforceability of any Transaction Document or the authority of QIH to enter into or perform any Transaction Document, or (b) if adversely determined, would reasonably be expected to have a Material Adverse Effect on QIH's ability to perform its obligations under any Transaction Document to which it is a party. QIH is not subject to any order, judgment, decree, injunction, stipulation, or consent order of or with any court or governmental authority that would reasonably be expected to have a Material Adverse Effect on QIH's ability to perform its obligations under the Transaction Documents.

3.6 Accuracy of Representations and Warranties

Each of the representations and warranties of QIH set forth in the Note Purchase Agreement, the Performance Guaranty, and the Administration Agreement is true and correct in all material respects (or, in the case of any such representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Closing Date, with the same effect as though made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. No representation or warranty made by QIH in any Transaction Document contains or will contain, as of the Closing Date, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

3.7 No Material Adverse Change

Since June 30, 2022 (the Cut-Off Date), there has been no material adverse change in the financial condition, business, operations, results of operations, assets, liabilities, or properties of QIH or any of its subsidiaries, taken as a whole, from those set forth, described, or contemplated in the Offering Memorandum dated [●], 2022 (the "Offering Memorandum"), including the financial statements and schedules included therein or incorporated by reference therein.

For the avoidance of doubt, QIH's consolidated revenue for the fiscal year ended December 31, 2021, as reported in its Annual Report on Form 10-K filed with the Securities and Exchange Commission, was approximately $3,800,000,000 (Three Billion Eight Hundred Million Dollars). No material deterioration in QIH's consolidated financial results has occurred since the date of the most recent audited and unaudited financial statements included in or incorporated by reference into the Offering Memorandum, and no event has occurred that would require a material revision to or restatement of such financial statements.

3.8 No Event of Default

As of the Closing Date:

(a) No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute a Default or an Event of Default under the Indenture.

(b) No Early Amortization Event (as defined in the Indenture) has occurred and is continuing, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute an Early Amortization Event under the Indenture.

3.9 Credit Ratings

As of the date of this Certificate and as of the Closing Date, QIH's unsecured long-term corporate credit ratings are as follows:

No rating downgrade, review for possible downgrade, or placement on credit watch (with negative implications) by any nationally recognized statistical rating organization has occurred with respect to QIH's corporate credit ratings since the date of the Offering Memorandum. QIH has no knowledge of any pending or contemplated rating action by Brindoval Ratings Inc. or Pinnacle Rating Services LLC with respect to QIH's corporate credit ratings.

3.10 Compliance with Conditions Precedent

To the knowledge of QIH (after due inquiry), all conditions precedent to the obligations of the Initial Purchaser to consummate the purchase of the Notes under the Note Purchase Agreement, including those set forth in Section [●] thereof, have been satisfied in all respects (or waived in writing by the Initial Purchaser) as of the Closing Date. QIH has caused the delivery of all documents, certificates, instruments, agreements, opinions, and other items required to be delivered by it or on its behalf on or prior to the Closing Date pursuant to the Note Purchase Agreement and each other Transaction Document to which it is a party.

3.11 Offering Memorandum Accuracy

As of the date of the Offering Memorandum and as of the Closing Date, the Offering Memorandum (including the Pool Stratification Supplement attached thereto and any amendments or supplements thereto) does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case with respect to the information contained therein that was provided by or on behalf of QIH, QPF, or the Issuer, or derived from information so provided. The statistical and other data set forth in the Offering Memorandum relating to the receivables pool, the origination practices of QPF, the servicing practices of QPF, the historical performance of QPF's premium finance receivables, and the organizational structure of the Issuer and its affiliates are accurate and complete in all material respects.

3.12 Risk Retention Compliance

QIH, in its capacity as Sponsor of the securitization transaction, will retain (or cause to be retained) an eligible horizontal residual interest in the form of the overcollateralization amount, consisting of $15,000,000 (Fifteen Million Dollars) in aggregate value, representing not less than 3.0% of the aggregate fair value of all interests issued in connection with the securitization transaction, in compliance with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. No. 111-203) and the rules and regulations promulgated thereunder, including 17 C.F.R. Part 246 and the joint final rules adopted by the Federal banking agencies, the Securities and Exchange Commission, the Federal Housing Finance Agency, and the Department of Housing and Urban Development. QIH has not entered into, and does not intend to enter into, any agreement, arrangement, or understanding (whether written or oral) that would transfer, hedge, or otherwise reduce the credit risk that QIH is required to retain under such risk retention requirements.

3.13 Ownership Structure

The ownership and organizational structure of the parties to the securitization transaction is as follows:

(a) QIH directly owns 100% of the issued and outstanding membership interests of QPF. Such membership interests are free and clear of all liens, encumbrances, and claims, other than those created pursuant to or contemplated by the Transaction Documents.

(b) QPF directly owns 100% of the issued and outstanding membership interests of QRH. Such membership interests are free and clear of all liens, encumbrances, and claims, other than those created pursuant to or contemplated by the Transaction Documents.

(c) QRH directly owns 100% of the issued and outstanding membership interests of the Issuer (Quorum Receivables Funding 2022-1 LLC). Such membership interests are free and clear of all liens, encumbrances, and claims, other than those created pursuant to or contemplated by the Transaction Documents.

The organizational structure described above has been established and maintained in a manner designed to ensure the bankruptcy remoteness of QRH and the Issuer from QIH, QPF, and each of their respective affiliates. Each of QRH and the Issuer has been formed as a special purpose entity, and each of their respective limited liability company agreements contains customary separateness covenants, independent director requirements, and non-petition covenants, in each case as more fully described in the Offering Memorandum.

SECTION 4: CERTIFICATIONS OF QPF (AS ORIGINATOR, SELLER, AND SERVICER)

QPF hereby certifies, represents, and warrants to the Initial Purchaser, the Trustee, and each other party entitled to rely on this Certificate pursuant to Section 7 hereof, in each case as of the Closing Date, as follows:

4.1 Organization and Good Standing

QPF is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. QPF has full limited liability company power and authority to own its assets, to carry on its business as presently conducted, and to enter into and perform its obligations under each Transaction Document to which it is a party. QPF is duly qualified, licensed, and authorized to conduct business in each state of the United States where the nature of its business or the ownership or leasing of its properties requires such qualification, licensing, or authorization, including as a premium finance company in all fifty (50) states of the United States where such licensing is required by applicable law. All such qualifications, licenses, and authorizations are in full force and effect, and QPF has not received any notice of any pending or threatened revocation, suspension, or non-renewal of any such qualification, license, or authorization.

4.2 Due Authorization; Execution and Delivery

The execution, delivery, and performance by QPF of each Transaction Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of QPF, including resolutions of the Manager of QPF duly adopted on or about July 27, 2022 (true, correct, and complete copies of which have been certified in the Manager's Certificate of QPF delivered on the Closing Date). No further limited liability company action or approval is required on the part of QPF in connection with the transactions contemplated by the Transaction Documents.

Sandra Ling-Hwang, in her capacity as Manager of QPF (and in her capacity as Treasurer of QIH), has duly authorized QPF to enter into, execute, deliver, and perform each of the Receivables Sale Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, and each other Transaction Document to which QPF is a party. Each Transaction Document to which QPF is a party has been (or, on the Closing Date, will have been) duly executed and delivered by QPF and constitutes (or, upon such execution and delivery, will constitute) a legal, valid, and binding obligation of QPF, enforceable against QPF in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity.

4.3 No Conflicts

The execution, delivery, and performance by QPF of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of QPF's Certificate of Formation, as filed with the Secretary of State of the State of Delaware, or its Limited Liability Company Agreement, each as in effect on the date hereof;

(c) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, require any consent or approval under, or give rise to any right of termination, modification, acceleration, or cancellation under, any material agreement, contract, license, indenture, note, lease, or other instrument to which QPF is a party or by which QPF or any of its properties or assets is bound.

4.4 Governmental Approvals

All governmental and regulatory approvals, consents, authorizations, licenses, permits, registrations, and orders required for QPF's business as an originator and servicer of insurance premium finance loans, including all state premium finance company licenses required under applicable state insurance and finance laws, have been obtained and are in full force and effect as of the Closing Date. QPF has not received any notice that any such approval, consent, authorization, license, permit, registration, or order is subject to revocation, suspension, non-renewal, or material limitation.

No additional governmental consent, approval, authorization, license, permit, registration, or order is required for the sale and transfer of receivables by QPF to QRH pursuant to the Receivables Sale Agreement or for the performance by QPF of its obligations under any Transaction Document to which it is a party, other than those which have been obtained and are in full force and effect as of the Closing Date.

4.5 Accuracy of Representations and Warranties — Receivables

Each of the representations and warranties of QPF, in its capacity as Seller, set forth in the Receivables Sale Agreement (including but not limited to the representations and warranties regarding the characteristics and eligibility of the Eligible Receivables contained in Schedule [●] thereto) is true and correct in all material respects as of the Closing Date and as of the Cut-Off Date (June 30, 2022).

Without limiting the generality of the foregoing, QPF specifically certifies, represents, and warrants that, as of the Cut-Off Date (June 30, 2022):

(a) Initial Pool Balance. The aggregate outstanding principal balance of all receivables included in the Initial Pool is $612,000,000 (Six Hundred Twelve Million Dollars).

(b) Number of Loans. The Initial Pool comprises approximately 82,400 individual insurance premium finance loans.

(c) Origination. Each receivable included in the Initial Pool was originated by QPF in the ordinary course of its business as an insurance premium finance company, in accordance with QPF's underwriting guidelines and credit and collection policies as in effect at the time of origination.

(d) Currency. Each receivable included in the Initial Pool is denominated and payable in lawful currency of the United States of America.

(e) Security. Each receivable included in the Initial Pool is secured by the related unearned premium refund rights under the applicable insurance policy or policies financed by such receivable, and QPF has a first priority perfected security interest in such unearned premium refund rights.

(f) Original Term. Each receivable included in the Initial Pool has an original term that does not exceed twelve (12) months.

(g) Obligor Status. Each obligor under a receivable included in the Initial Pool is a commercial policyholder domiciled or organized in the United States of America.

(h) Delinquency and Default. No receivable included in the Initial Pool is in default. No payment on any receivable included in the Initial Pool is more than sixty (60) days past due as of the Cut-Off Date, other than receivables within the stated 60+ day delinquency rate of 0.87% of the Initial Pool Balance.

(i) Compliance with Law. Each receivable included in the Initial Pool complies in all material respects with all applicable federal, state, and local laws and regulations, including all applicable usury laws, truth-in-lending laws (to the extent applicable to commercial transactions), and licensing laws of the jurisdiction in which such receivable was originated.

(j) Weighted Average APR. The weighted average annual percentage rate of the receivables included in the Initial Pool is 7.85%.

(k) Weighted Average Original Term. The weighted average original term of the receivables included in the Initial Pool is 9.2 months.

(l) Weighted Average Remaining Term. The weighted average remaining term of the receivables included in the Initial Pool is 5.7 months.

(m) Average Loan Balance. The average outstanding principal balance of the receivables included in the Initial Pool is approximately $7,427 per loan.

(n) Obligor Concentration. The largest single obligor under the receivables included in the Initial Pool represents approximately 0.38% of the Initial Pool Balance (approximately $2,325,600 in aggregate outstanding principal balance). The top ten (10) obligors under the receivables included in the Initial Pool, taken together, represent approximately 2.14% of the Initial Pool Balance (approximately $13,096,800 in aggregate outstanding principal balance). No single obligor exceeds the concentration limit of 0.75% of the Initial Pool Balance set forth in the eligibility criteria.

(o) Geographic Concentration. No single state of the United States accounts for more than 20% of the Initial Pool Balance. The three states with the highest concentration of receivables by outstanding principal balance are Texas (14.2%), California (11.8%), and Florida (9.6%).

(p) Carrier Concentration. No single insurance carrier insuring the policies financed by the receivables included in the Initial Pool accounts for more than 15% of the Initial Pool Balance.

4.6 Accuracy of Representations and Warranties — Servicing

Each of the representations and warranties of QPF, in its capacity as Servicer, set forth in the Servicing Agreement is true and correct in all material respects as of the Closing Date. Without limiting the foregoing, QPF specifically certifies, represents, and warrants as follows:

(a) QPF has the operational capacity, systems, personnel, technology infrastructure, and financial resources to service the receivables pool in accordance with the terms of the Servicing Agreement and in accordance with the customary and usual standards of practice of prudent servicers of insurance premium finance receivables of similar type and quality.

(b) QPF has been in the business of originating and servicing insurance premium finance receivables since its formation and has developed proprietary servicing systems and procedures specifically designed for the management, collection, and administration of insurance premium finance receivables.

(c) QPF's total receivables portfolio under management (inclusive of the receivables included in the Initial Pool and all other receivables serviced by QPF for its own account or the account of third parties) is approximately $2,100,000,000 (Two Billion One Hundred Million Dollars) as of the Cut-Off Date.

4.7 Historical Performance

QPF certifies, represents, and warrants that the historical performance of insurance premium finance receivables originated by QPF is as follows:

(a) Net Loss Rate. The historical annual net loss rate for insurance premium finance receivables originated by QPF, calculated as a three-year average for the calendar years 2019, 2020, and 2021, is 0.42%.

(b) Delinquency Rate. The 60+ day delinquency rate of the receivables included in the Initial Pool as of the Cut-Off Date (June 30, 2022) is 0.87%.

(c) Early Amortization Triggers. Neither the three-month average annualized net loss rate nor the 60+ day delinquency rate, in each case as calculated in accordance with the methodology set forth in the Indenture, exceeds the applicable Early Amortization Event trigger level. The Early Amortization Event trigger level for the net loss rate is 2.00%, and the Early Amortization Event trigger level for the 60+ day delinquency rate is 3.50%.

4.8 No Material Adverse Change

Since June 30, 2022 (the Cut-Off Date), there has been no material adverse change in the business, operations, financial condition, results of operations, assets, liabilities, or properties of QPF, or in the quality, characteristics, or collectibility of the receivables pool or any material portion thereof. No event or series of events has occurred since the Cut-Off Date that has had, or would reasonably be expected to have, a material adverse effect on the ability of QPF to perform its obligations under any Transaction Document to which it is a party or on the value, enforceability, or collectibility of the receivables.

4.9 No Servicer Default

No Servicer Default (as defined in the Servicing Agreement) or event that, with the giving of notice, the passage of time, or both, would constitute a Servicer Default, has occurred and is continuing as of the Closing Date.

QPF has not received any notice or communication from Brindoval Ratings Inc. or Pinnacle Rating Services LLC indicating that the servicer credit rating assigned to QPF has been downgraded below BB(cr) (by Brindoval Ratings Inc.) or Ba2(p) (by Pinnacle Rating Services LLC), which would constitute a Servicer Rating Trigger for purposes of the Early Amortization provisions of the Indenture. QPF has no knowledge of any pending or contemplated rating action by either rating agency with respect to QPF's servicer credit rating.

4.10 True Sale

QPF has treated, and intends to continue to treat, the transfer of receivables from QPF to QRH under the Receivables Sale Agreement as a true sale and absolute transfer of such receivables for all purposes, including for accounting purposes (under generally accepted accounting principles), tax purposes (for federal, state, and local tax purposes), and legal purposes, and not as a secured lending, pledge, financing, or similar transaction. The Receivables Sale Agreement was negotiated at arm's length, and QPF has received (or, on the Closing Date, will receive) reasonably equivalent value in exchange for the receivables transferred thereunder. QPF has not and will not account for the transactions contemplated by the Receivables Sale Agreement in any manner that is inconsistent with the treatment of such transactions as a true sale.

4.11 UCC Matters

QPF has authorized the filing (or will authorize the filing prior to or on the Closing Date) of UCC-1 financing statements with the Office of the Secretary of State of the State of Delaware, naming QPF as debtor and QRH as secured party, covering the receivables and all related rights, collections, and proceeds, as a protective filing to back up and support the true sale characterization of the transfer of receivables under the Receivables Sale Agreement.

QPF has not filed, and is not aware of, any UCC financing statement covering the receivables or any portion thereof that would create a conflicting, prior, or superior security interest in the receivables in favor of any person other than QRH or the Trustee (acting on behalf of the holders of the Notes). QPF has conducted (or caused to be conducted) a search of the UCC records maintained by the Office of the Secretary of State of the State of Delaware and, to the best of QPF's knowledge, no such conflicting financing statement is of record.

4.12 Taxes. QPF has duly and timely filed all federal, state, and local tax returns required to be filed by it and has paid all taxes, assessments, fees, and other governmental charges due and owing by it, in each case in all material respects. QPF's employer identification number, as assigned by the Internal Revenue Service, is 84-2653198. No liens for unpaid taxes have been filed against QPF or against any of the receivables included in the Initial Pool, and no assessment of additional taxes has been made or threatened against QPF that would reasonably be expected to result in a lien on the receivables.

4.13 No Litigation

There is no action, suit, proceeding, claim, investigation, or inquiry pending before any court, governmental authority, regulatory body, or arbitrator, or, to the knowledge of the undersigned (after due inquiry), threatened against or affecting QPF, that (a) challenges the validity or enforceability of any Transaction Document to which QPF is a party, (b) challenges QPF's authority to enter into, execute, deliver, or perform any Transaction Document, (c) if adversely determined, would reasonably be expected to have a Material Adverse Effect on QPF's ability to perform its obligations under any Transaction Document to which it is a party, or (d) if adversely determined, would reasonably be expected to have a Material Adverse Effect on the quality, value, enforceability, or collectibility of the receivables included in the Initial Pool or any material portion thereof.

4.14 Compliance with Pool Balance Requirements

The outstanding aggregate principal balance of the receivables pool on the Closing Date is not less than $450,000,000 (Four Hundred Fifty Million Dollars), which is the Minimum Pool Balance required to be maintained during the Revolving Period as set forth in the Indenture. QPF has verified the outstanding pool balance as of a date not more than five (5) Business Days prior to the Closing Date and confirms that the Minimum Pool Balance requirement has been satisfied.

SECTION 5: JOINT CERTIFICATIONS

QIH and QPF hereby jointly certify, represent, and warrant to the Initial Purchaser, the Trustee, and each other party entitled to rely on this Certificate pursuant to Section 7 hereof, in each case as of the Closing Date, as follows:

5.1 Compliance with All Closing Conditions

QIH and QPF jointly certify that, to their knowledge (after due inquiry), all conditions precedent to the closing of the transactions contemplated by the Note Purchase Agreement, the Indenture, and each other Transaction Document have been satisfied in all respects (or waived in writing by the party or parties entitled to the benefit thereof) as of the Closing Date. Neither QIH nor QPF has any knowledge of any fact, circumstance, event, or condition that would prevent or materially impair the satisfaction of any such condition precedent.

5.2 Delivery of Required Documents

QIH and QPF have caused to be delivered on or prior to the Closing Date all documents, certificates, opinions, instruments, agreements, and other items required to be delivered by them or on their behalf on or prior to the Closing Date pursuant to the Note Purchase Agreement and each other Transaction Document, including the following:

(a) This Closing Certificate.

(b) The Secretary's Certificate of QIH, dated as of the Closing Date, certifying the incumbency and specimen signatures of the authorized officers of QIH, and attaching true, correct, and complete copies of the resolutions of the Board of Directors of QIH adopted on or about July 27, 2022 authorizing the transactions contemplated by the Transaction Documents, and true, correct, and complete copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of QIH, each as in effect on the Closing Date.

(c) The Manager's Certificate of QPF, dated as of the Closing Date, certifying the incumbency and specimen signature of the Manager of QPF, and attaching true, correct, and complete copies of the resolutions of the Manager of QPF adopted on or about July 27, 2022 authorizing the transactions contemplated by the Transaction Documents, and true, correct, and complete copies of the Certificate of Formation and Limited Liability Company Agreement of QPF, each as in effect on the Closing Date.

(d) The Officer's Certificate of Quorum Receivables Funding 2022-1 LLC, dated as of the Closing Date, in form and substance satisfactory to the Initial Purchaser and the Trustee.

(e) Good standing certificates (or certificates of status or existence, as applicable) for each of QIH, QPF, QRH, and QRF 2022-1, issued by the Secretary of State of the State of Delaware, each dated not more than ten (10) days prior to the Closing Date.

(f) The opinions of Calderwood & Harkness LLP, counsel to QIH, QPF, QRH, and the Issuer, dated as of the Closing Date, addressing each of the following matters: (i) true sale characterization of the transfer of receivables under the Receivables Sale Agreement, (ii) enforceability of each Transaction Document, (iii) perfection of the security interests granted under the Indenture and the Grant of Security Interest (Pledge Agreement), (iv) tax characterization of the Notes as indebtedness for federal income tax purposes, (v) non-registration of the Notes under the Securities Act of 1933, as amended, (vi) due formation and valid existence of each Delaware limited liability company party to the Transaction Documents, and proper authorization of the transactions contemplated thereby, and (vii) non-consolidation of the assets and liabilities of the Issuer and QRH with those of QIH, QPF, or any of their affiliates in a bankruptcy proceeding.

(g) The comfort letter of Meridian Ledger LLP, independent registered public accounting firm, dated as of the Closing Date, addressed to the Initial Purchaser, with Robert Falcone serving as Engagement Partner, in form and substance customary for comfort letters delivered in connection with Rule 144A offerings of asset-backed securities.

(h) The verification report of Veristead Analytics LLC, independent verification agent, dated as of the Closing Date, with Katharine Drummond, Managing Director, serving as the responsible officer, confirming the accuracy of certain pool stratification data and statistical information set forth in the Offering Memorandum and the Pool Stratification Supplement.

(i) Evidence that UCC-1 financing statements have been filed (or will be filed on or before the Closing Date) with the Office of the Secretary of State of the State of Delaware, naming (A) QPF as debtor and QRH as secured party, and (B) QRH as debtor and the Issuer (and the Trustee, as assignee) as secured party, in each case covering the receivables and all related rights, collections, and proceeds.

(j) Evidence that the following preliminary credit ratings have been assigned to the Notes:

(k) Executed counterparts (or, where applicable, certified copies) of all Transaction Documents, in each case in form and substance satisfactory to the Initial Purchaser and the Trustee.

5.3 Insurance and Regulatory Compliance

QPF holds all licenses, permits, authorizations, and approvals required under applicable federal, state, and local laws for the origination and servicing of insurance premium finance loans in all fifty (50) states of the United States, and all such licenses, permits, authorizations, and approvals are in full force and effect as of the Closing Date. Neither QIH nor QPF has received any notice from any governmental authority or regulatory body of any pending or threatened revocation, suspension, limitation, or non-renewal of any such license, permit, authorization, or approval.

The offering and sale of the Notes is being conducted in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act, and no registration statement has been or is required to be filed with the Securities and Exchange Commission in connection with the issuance and sale of the Notes.

5.4 FATCA Compliance

Quorum Receivables Funding 2022-1 LLC, as Issuer, has been structured to comply with the withholding requirements imposed by Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), and the rules and regulations promulgated thereunder, including the Treasury Regulations, applicable intergovernmental agreements, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to such intergovernmental agreements. Appropriate documentation and information-gathering procedures, including procedures for obtaining and verifying IRS Forms W-8BEN, W-8BEN-E, W-8ECI, and W-8IMY (or successor forms, as applicable) from non-U.S. holders of the Notes, have been established and will be implemented by the Trustee, the Paying Agent, and the Issuer in accordance with the Indenture and applicable law.

5.5 Anti-Money Laundering and Sanctions

Neither QIH nor QPF, nor any of their respective officers, directors, managers, members, employees, or, to the knowledge of the undersigned, agents acting on behalf of QIH or QPF in connection with the transactions contemplated by the Transaction Documents, is a person or entity:

(a) whose name appears on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or on any other list of sanctioned or restricted persons maintained by OFAC or any other U.S. governmental authority;

(b) that is organized or resident in a country or territory that is the subject of comprehensive country-wide or territory-wide economic sanctions administered by OFAC (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine); or

(c) that is otherwise the target of U.S. economic sanctions such that any transaction or dealing with such person or entity would be prohibited under applicable sanctions laws.

QIH and QPF each maintain policies, procedures, and internal controls designed to ensure compliance with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act (Title III of Pub. L. No. 107-56), and the sanctions programs administered by OFAC.

SECTION 6: AUTHORIZED SIGNATORIES

QIH hereby certifies that the following persons are the duly authorized officers of QIH who are authorized to execute and deliver the Transaction Documents and all certificates, instruments, agreements, and other documents on behalf of QIH, and that the signatures set forth opposite their respective names below are their true and genuine signatures:

QPF hereby certifies that the following person is the duly authorized Manager of QPF who is authorized to execute and deliver the Transaction Documents and all certificates, instruments, agreements, and other documents on behalf of QPF, and that the signature set forth opposite her name below is her true and genuine signature:

Each of the undersigned hereby certifies that the signatures appearing above are the genuine signatures of the persons so identified, and that each such person has been duly authorized by all necessary corporate or limited liability company action, as applicable, to execute and deliver documents on behalf of QIH or QPF, as the case may be, in connection with the transactions contemplated by the Transaction Documents.

SECTION 7: RELIANCE

This Certificate is being delivered to, and may be relied upon by, each of the following parties and their respective successors and assigns:

(a) Ridgeline Capital Markets LLC, as Initial Purchaser under the Note Purchase Agreement;

(b) Calvoneth Trust Company, N.A., as Trustee under the Indenture;

(d) Calloway & Brandt LLP, as counsel to the Initial Purchaser; and

DRAFT — October 12, 2022 — For Discussion Purposes Only — Subject to Completion
CLOSING CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP. AND QUORUM PREMIUM FINANCE LLC
Dated as of [●], 2022
$500,000,000 Aggregate Principal Amount of Asset-Backed Notes
Issued by
Quorum Receivables Funding 2022-1 LLC
Delivered Pursuant to the Note Purchase Agreement dated as of [●], 2022
among
Quorum Receivables Funding 2022-1 LLC, as Issuer,
Quorum Insurance Holdings Corp., as Sponsor,
Quorum Premium Finance LLC, as Seller and Servicer,
and
Ridgeline Capital Markets LLC, as Initial Purchaser
TABLE OF CONTENTS
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This CLOSING CERTIFICATE (this "Certificate") is delivered as of [●], 2022 by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH"), and Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), in connection with the issuance and sale of $500,000,000 in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer" or "QRF 2022-1").
This Certificate is delivered pursuant to and in connection with:
(i) the Note Purchase Agreement dated as of [●], 2022 (the "Note Purchase Agreement"), among the Issuer, QIH (in its capacity as sponsor, the "Sponsor"), QPF (in its capacities as seller and servicer, respectively, the "Seller" and the "Servicer"), and Ridgeline Capital Markets LLC (the "Initial Purchaser");
(ii) the Indenture dated as of [●], 2022 (the "Indenture"), between the Issuer and Calvoneth Trust Company, N.A., a national banking association, as trustee (the "Trustee");
(iii) the Receivables Sale Agreement dated as of [●], 2022 (the "Receivables Sale Agreement"), between QPF (as Seller) and Quorum Receivables Holding LLC, a Delaware limited liability company ("QRH" or the "Purchaser");
(iv) the Receivables Transfer Agreement dated as of [●], 2022 (the "Receivables Transfer Agreement"), between QRH (as Transferor) and the Issuer (as Transferee);
(v) the Servicing Agreement dated as of [●], 2022 (the "Servicing Agreement"), among the Issuer, QPF (as Servicer), and the Trustee;
(vi) the Administration Agreement dated as of [●], 2022 (the "Administration Agreement"), between the Issuer and QIH (as Administrator); and
(vii) the Performance Guaranty dated as of [●], 2022 (the "Performance Guaranty"), executed by QIH in favor of the Trustee, for the benefit of the holders of the Notes.
Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Note Purchase Agreement or, if not defined therein, in the Indenture. All section references are to sections of this Certificate unless otherwise specified.
SECTION 1: RECITALS
WHEREAS, this Certificate is delivered pursuant to Section [●] of the Note Purchase Agreement as a condition precedent to the occurrence of the Closing Date (as defined herein) and to the obligation of the Initial Purchaser to consummate the purchase of the Notes;
WHEREAS, QIH is delivering this Certificate in its capacities as Sponsor of the securitization transaction contemplated by the Transaction Documents, as Administrator under the Administration Agreement, and as Guarantor under the Performance Guaranty;
WHEREAS, QPF is delivering this Certificate in its capacities as Originator and Seller of the receivables under the Receivables Sale Agreement, and as Servicer of the receivables pool under the Servicing Agreement;
WHEREAS, the undersigned are duly authorized officers of QIH and QPF, respectively, and are personally familiar with the transactions contemplated by the Transaction Documents, and have made such examinations and investigations as they have deemed necessary or appropriate in order to furnish this Certificate;
WHEREAS, the Issuer proposes to issue and sell three tranches of Notes on the Closing Date, consisting of:
(a) Class A Asset-Backed Notes in the aggregate principal amount of $375,000,000 (the "Class A Notes"), bearing preliminary CUSIP No. 74892TAA3;
(b) Class B Asset-Backed Notes in the aggregate principal amount of $75,000,000 (the "Class B Notes"), bearing preliminary CUSIP No. 74892TAB1; and
(c) Class C Asset-Backed Notes in the aggregate principal amount of $35,000,000 (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"), bearing preliminary CUSIP No. 74892TAC9,
for an aggregate principal amount of $485,000,000, together with overcollateralization in the amount of $15,000,000;
WHEREAS, QIH is a corporation duly incorporated and existing under the laws of the State of Delaware, with its headquarters and principal executive offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, and its employer identification number assigned by the Internal Revenue Service is 82-4391067; and
WHEREAS, QPF is a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office and place of business located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, and its employer identification number assigned by the Internal Revenue Service is 84-2653198, and QPF is a wholly owned subsidiary of QIH.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of QIH and QPF hereby certifies, represents, and warrants as follows:
SECTION 2: DEFINITIONS
For purposes of this Certificate, the following terms shall have the meanings set forth below:
"Closing Date" means [●], 2022, the date on which the Notes are to be issued and the purchase price therefor is to be paid by the Initial Purchaser.
"Cut-Off Date" means June 30, 2022, the date as of which the receivables included in the Initial Pool were identified and the pool characteristics were determined for purposes of the Transaction Documents and the Offering Memorandum.
"Initial Pool Balance" means $612,000,000, representing the aggregate outstanding principal balance of all receivables included in the Initial Pool as of the Cut-Off Date.
"Transaction Documents" means, collectively, each of the following agreements, instruments, and documents entered into in connection with the issuance of the Notes:
(a) the Indenture;
(b) the Note Purchase Agreement;
(c) the Receivables Sale Agreement;
(d) the Receivables Transfer Agreement;
(e) the Servicing Agreement;
(f) the Back-Up Servicing Agreement dated as of [●], 2022, between the Issuer, QPF (as Servicer), and Northvane Bank, N.A. (as Back-Up Servicer);
(g) the Administration Agreement;
(h) the Liquidity Facility Agreement dated as of [●], 2022, among the Issuer, QIH, and the Liquidity Provider named therein;
(i) the Account Control Agreement dated as of [●], 2022, among the Issuer, the Trustee, and the Securities Intermediary named therein;
(j) the Custodian Agreement dated as of [●], 2022, among the Issuer, the Servicer, and the Custodian named therein;
(k) the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022, by QRH in favor of the Issuer;
(l) the Performance Guaranty;
(m) the Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC; and
(n) the Limited Liability Company Agreement of Quorum Receivables Holding LLC.
All other capitalized terms used but not defined in this Certificate shall have the meanings assigned to such terms in the Note Purchase Agreement. To the extent that any capitalized term is used in this Certificate and is not defined in the Note Purchase Agreement, such term shall have the meaning assigned to it in the Indenture. In the event of any conflict between the definitions set forth in the Note Purchase Agreement and the definitions set forth in the Indenture, the definitions set forth in the Note Purchase Agreement shall control for purposes of this Certificate.
SECTION 3: CERTIFICATIONS OF QIH (AS SPONSOR, ADMINISTRATOR, AND GUARANTOR)
QIH hereby certifies, represents, and warrants to the Initial Purchaser, the Trustee, and each other party entitled to rely on this Certificate pursuant to Section 7 hereof, in each case as of the Closing Date, as follows:
3.1 Organization and Good Standing
QIH is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. QIH has the corporate power and authority to own its properties and to conduct its business as presently conducted and as contemplated to be conducted. QIH is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, including the State of Connecticut, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. The shares of common stock of QIH are listed on the New York Stock Exchange under the ticker symbol "QIHC," and QIH is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.
3.2 Due Authorization; Execution and Delivery
The execution, delivery, and performance by QIH of each Transaction Document to which it is a party have been duly authorized by all necessary corporate action on the part of QIH, including resolutions of the Board of Directors of QIH duly adopted at a meeting held on or about July 27, 2022 (true, correct, and complete copies of which have been certified in the Secretary's Certificate of QIH delivered on the Closing Date). No further corporate action or approval is required on the part of QIH in connection with the transactions contemplated by the Transaction Documents.
Each Transaction Document to which QIH is a party has been (or, on the Closing Date, will have been) duly executed and delivered by QIH and constitutes (or, upon such execution and delivery, will constitute) a legal, valid, and binding obligation of QIH, enforceable against QIH in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity.
3.3 No Conflicts
The execution, delivery, and performance by QIH of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of QIH's Amended and Restated Certificate of Incorporation, as amended through the date hereof, or its Amended and Restated Bylaws, as amended through the date hereof;
(b) violate, conflict with, or result in a breach or contravention of, or the commission of a default under, any applicable law, statute, regulation, rule, order, writ, judgment, injunction, or decree of any court, governmental authority, or regulatory body applicable to QIH or any of its properties or assets;
(c) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, require any consent or approval under, or give rise to any right of termination, modification, acceleration, or cancellation under, any material agreement, contract, indenture, mortgage, deed of trust, credit facility, note, lease, license, or other instrument to which QIH is a party or by which QIH or any of its properties or assets is bound; or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or claim of any nature whatsoever upon any property or asset of QIH, other than liens and security interests created pursuant to or contemplated by the Transaction Documents.
3.4 Governmental Approvals
No consent, approval, authorization, license, permit, registration, or order of, or filing with, any governmental authority, regulatory body, or any other person is required for the execution, delivery, or performance by QIH of the Transaction Documents or the consummation by QIH of the transactions contemplated thereby, other than:
(a) those consents, approvals, authorizations, licenses, permits, registrations, orders, and filings that have been obtained or made and are in full force and effect as of the Closing Date;
(b) any filings required to be made with the Securities and Exchange Commission in connection with QIH's periodic reporting obligations under the Securities Exchange Act of 1934, as amended; and
(c) the filing of a certificate of good standing or similar instrument with the Secretary of State of the State of Delaware, to the extent required under applicable Delaware law.
3.5 No Litigation
There is no action, suit, proceeding, claim, investigation, or inquiry pending before any court, governmental authority, regulatory body, or arbitrator, or, to the knowledge of the undersigned (after due inquiry), threatened against or affecting QIH or any of its subsidiaries, that (a) challenges the validity or enforceability of any Transaction Document or the authority of QIH to enter into or perform any Transaction Document, or (b) if adversely determined, would reasonably be expected to have a Material Adverse Effect on QIH's ability to perform its obligations under any Transaction Document to which it is a party. QIH is not subject to any order, judgment, decree, injunction, stipulation, or consent order of or with any court or governmental authority that would reasonably be expected to have a Material Adverse Effect on QIH's ability to perform its obligations under the Transaction Documents.
3.6 Accuracy of Representations and Warranties
Each of the representations and warranties of QIH set forth in the Note Purchase Agreement, the Performance Guaranty, and the Administration Agreement is true and correct in all material respects (or, in the case of any such representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Closing Date, with the same effect as though made on and as of the Closing Date; provided, however, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. No representation or warranty made by QIH in any Transaction Document contains or will contain, as of the Closing Date, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
3.7 No Material Adverse Change
Since June 30, 2022 (the Cut-Off Date), there has been no material adverse change in the financial condition, business, operations, results of operations, assets, liabilities, or properties of QIH or any of its subsidiaries, taken as a whole, from those set forth, described, or contemplated in the Offering Memorandum dated [●], 2022 (the "Offering Memorandum"), including the financial statements and schedules included therein or incorporated by reference therein.
For the avoidance of doubt, QIH's consolidated revenue for the fiscal year ended December 31, 2021, as reported in its Annual Report on Form 10-K filed with the Securities and Exchange Commission, was approximately $3,800,000,000 (Three Billion Eight Hundred Million Dollars). No material deterioration in QIH's consolidated financial results has occurred since the date of the most recent audited and unaudited financial statements included in or incorporated by reference into the Offering Memorandum, and no event has occurred that would require a material revision to or restatement of such financial statements.
3.8 No Event of Default
As of the Closing Date:
(a) No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute a Default or an Event of Default under the Indenture.
(b) No Early Amortization Event (as defined in the Indenture) has occurred and is continuing, and no event has occurred that, with the giving of notice or the passage of time or both, would constitute an Early Amortization Event under the Indenture.
3.9 Credit Ratings
As of the date of this Certificate and as of the Closing Date, QIH's unsecured long-term corporate credit ratings are as follows:
No rating downgrade, review for possible downgrade, or placement on credit watch (with negative implications) by any nationally recognized statistical rating organization has occurred with respect to QIH's corporate credit ratings since the date of the Offering Memorandum. QIH has no knowledge of any pending or contemplated rating action by Brindoval Ratings Inc. or Pinnacle Rating Services LLC with respect to QIH's corporate credit ratings.
3.10 Compliance with Conditions Precedent
To the knowledge of QIH (after due inquiry), all conditions precedent to the obligations of the Initial Purchaser to consummate the purchase of the Notes under the Note Purchase Agreement, including those set forth in Section [●] thereof, have been satisfied in all respects (or waived in writing by the Initial Purchaser) as of the Closing Date. QIH has caused the delivery of all documents, certificates, instruments, agreements, opinions, and other items required to be delivered by it or on its behalf on or prior to the Closing Date pursuant to the Note Purchase Agreement and each other Transaction Document to which it is a party.
3.11 Offering Memorandum Accuracy
As of the date of the Offering Memorandum and as of the Closing Date, the Offering Memorandum (including the Pool Stratification Supplement attached thereto and any amendments or supplements thereto) does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case with respect to the information contained therein that was provided by or on behalf of QIH, QPF, or the Issuer, or derived from information so provided. The statistical and other data set forth in the Offering Memorandum relating to the receivables pool, the origination practices of QPF, the servicing practices of QPF, the historical performance of QPF's premium finance receivables, and the organizational structure of the Issuer and its affiliates are accurate and complete in all material respects.
3.12 Risk Retention Compliance
QIH, in its capacity as Sponsor of the securitization transaction, will retain (or cause to be retained) an eligible horizontal residual interest in the form of the overcollateralization amount, consisting of $15,000,000 (Fifteen Million Dollars) in aggregate value, representing not less than 3.0% of the aggregate fair value of all interests issued in connection with the securitization transaction, in compliance with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. No. 111-203) and the rules and regulations promulgated thereunder, including 17 C.F.R. Part 246 and the joint final rules adopted by the Federal banking agencies, the Securities and Exchange Commission, the Federal Housing Finance Agency, and the Department of Housing and Urban Development. QIH has not entered into, and does not intend to enter into, any agreement, arrangement, or understanding (whether written or oral) that would transfer, hedge, or otherwise reduce the credit risk that QIH is required to retain under such risk retention requirements.
3.13 Ownership Structure
The ownership and organizational structure of the parties to the securitization transaction is as follows:
(a) QIH directly owns 100% of the issued and outstanding membership interests of QPF. Such membership interests are free and clear of all liens, encumbrances, and claims, other than those created pursuant to or contemplated by the Transaction Documents.
(b) QPF directly owns 100% of the issued and outstanding membership interests of QRH. Such membership interests are free and clear of all liens, encumbrances, and claims, other than those created pursuant to or contemplated by the Transaction Documents.
(c) QRH directly owns 100% of the issued and outstanding membership interests of the Issuer (Quorum Receivables Funding 2022-1 LLC). Such membership interests are free and clear of all liens, encumbrances, and claims, other than those created pursuant to or contemplated by the Transaction Documents.
The organizational structure described above has been established and maintained in a manner designed to ensure the bankruptcy remoteness of QRH and the Issuer from QIH, QPF, and each of their respective affiliates. Each of QRH and the Issuer has been formed as a special purpose entity, and each of their respective limited liability company agreements contains customary separateness covenants, independent director requirements, and non-petition covenants, in each case as more fully described in the Offering Memorandum.
SECTION 4: CERTIFICATIONS OF QPF (AS ORIGINATOR, SELLER, AND SERVICER)
QPF hereby certifies, represents, and warrants to the Initial Purchaser, the Trustee, and each other party entitled to rely on this Certificate pursuant to Section 7 hereof, in each case as of the Closing Date, as follows:
4.1 Organization and Good Standing
QPF is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. QPF has full limited liability company power and authority to own its assets, to carry on its business as presently conducted, and to enter into and perform its obligations under each Transaction Document to which it is a party. QPF is duly qualified, licensed, and authorized to conduct business in each state of the United States where the nature of its business or the ownership or leasing of its properties requires such qualification, licensing, or authorization, including as a premium finance company in all fifty (50) states of the United States where such licensing is required by applicable law. All such qualifications, licenses, and authorizations are in full force and effect, and QPF has not received any notice of any pending or threatened revocation, suspension, or non-renewal of any such qualification, license, or authorization.
4.2 Due Authorization; Execution and Delivery
The execution, delivery, and performance by QPF of each Transaction Document to which it is a party have been duly authorized by all necessary limited liability company action on the part of QPF, including resolutions of the Manager of QPF duly adopted on or about July 27, 2022 (true, correct, and complete copies of which have been certified in the Manager's Certificate of QPF delivered on the Closing Date). No further limited liability company action or approval is required on the part of QPF in connection with the transactions contemplated by the Transaction Documents.
Sandra Ling-Hwang, in her capacity as Manager of QPF (and in her capacity as Treasurer of QIH), has duly authorized QPF to enter into, execute, deliver, and perform each of the Receivables Sale Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, and each other Transaction Document to which QPF is a party. Each Transaction Document to which QPF is a party has been (or, on the Closing Date, will have been) duly executed and delivered by QPF and constitutes (or, upon such execution and delivery, will constitute) a legal, valid, and binding obligation of QPF, enforceable against QPF in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally, and subject to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity.
4.3 No Conflicts
The execution, delivery, and performance by QPF of each Transaction Document to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of QPF's Certificate of Formation, as filed with the Secretary of State of the State of Delaware, or its Limited Liability Company Agreement, each as in effect on the date hereof;
(b) violate, conflict with, or result in a breach or contravention of, or the commission of a default under, any applicable law, statute, regulation, rule, order, writ, judgment, injunction, or decree of any court, governmental authority, or regulatory body applicable to QPF or any of its properties or assets; or
(c) result in a breach of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, require any consent or approval under, or give rise to any right of termination, modification, acceleration, or cancellation under, any material agreement, contract, license, indenture, note, lease, or other instrument to which QPF is a party or by which QPF or any of its properties or assets is bound.
4.4 Governmental Approvals
All governmental and regulatory approvals, consents, authorizations, licenses, permits, registrations, and orders required for QPF's business as an originator and servicer of insurance premium finance loans, including all state premium finance company licenses required under applicable state insurance and finance laws, have been obtained and are in full force and effect as of the Closing Date. QPF has not received any notice that any such approval, consent, authorization, license, permit, registration, or order is subject to revocation, suspension, non-renewal, or material limitation.
No additional governmental consent, approval, authorization, license, permit, registration, or order is required for the sale and transfer of receivables by QPF to QRH pursuant to the Receivables Sale Agreement or for the performance by QPF of its obligations under any Transaction Document to which it is a party, other than those which have been obtained and are in full force and effect as of the Closing Date.
4.5 Accuracy of Representations and Warranties — Receivables
Each of the representations and warranties of QPF, in its capacity as Seller, set forth in the Receivables Sale Agreement (including but not limited to the representations and warranties regarding the characteristics and eligibility of the Eligible Receivables contained in Schedule [●] thereto) is true and correct in all material respects as of the Closing Date and as of the Cut-Off Date (June 30, 2022).
Without limiting the generality of the foregoing, QPF specifically certifies, represents, and warrants that, as of the Cut-Off Date (June 30, 2022):
(a) Initial Pool Balance. The aggregate outstanding principal balance of all receivables included in the Initial Pool is $612,000,000 (Six Hundred Twelve Million Dollars).
(b) Number of Loans. The Initial Pool comprises approximately 82,400 individual insurance premium finance loans.
(c) Origination. Each receivable included in the Initial Pool was originated by QPF in the ordinary course of its business as an insurance premium finance company, in accordance with QPF's underwriting guidelines and credit and collection policies as in effect at the time of origination.
(d) Currency. Each receivable included in the Initial Pool is denominated and payable in lawful currency of the United States of America.
(e) Security. Each receivable included in the Initial Pool is secured by the related unearned premium refund rights under the applicable insurance policy or policies financed by such receivable, and QPF has a first priority perfected security interest in such unearned premium refund rights.
(f) Original Term. Each receivable included in the Initial Pool has an original term that does not exceed twelve (12) months.
(g) Obligor Status. Each obligor under a receivable included in the Initial Pool is a commercial policyholder domiciled or organized in the United States of America.
(h) Delinquency and Default. No receivable included in the Initial Pool is in default. No payment on any receivable included in the Initial Pool is more than sixty (60) days past due as of the Cut-Off Date, other than receivables within the stated 60+ day delinquency rate of 0.87% of the Initial Pool Balance.
(i) Compliance with Law. Each receivable included in the Initial Pool complies in all material respects with all applicable federal, state, and local laws and regulations, including all applicable usury laws, truth-in-lending laws (to the extent applicable to commercial transactions), and licensing laws of the jurisdiction in which such receivable was originated.
(j) Weighted Average APR. The weighted average annual percentage rate of the receivables included in the Initial Pool is 7.85%.
(k) Weighted Average Original Term. The weighted average original term of the receivables included in the Initial Pool is 9.2 months.
(l) Weighted Average Remaining Term. The weighted average remaining term of the receivables included in the Initial Pool is 5.7 months.
(m) Average Loan Balance. The average outstanding principal balance of the receivables included in the Initial Pool is approximately $7,427 per loan.
(n) Obligor Concentration. The largest single obligor under the receivables included in the Initial Pool represents approximately 0.38% of the Initial Pool Balance (approximately $2,325,600 in aggregate outstanding principal balance). The top ten (10) obligors under the receivables included in the Initial Pool, taken together, represent approximately 2.14% of the Initial Pool Balance (approximately $13,096,800 in aggregate outstanding principal balance). No single obligor exceeds the concentration limit of 0.75% of the Initial Pool Balance set forth in the eligibility criteria.
(o) Geographic Concentration. No single state of the United States accounts for more than 20% of the Initial Pool Balance. The three states with the highest concentration of receivables by outstanding principal balance are Texas (14.2%), California (11.8%), and Florida (9.6%).
(p) Carrier Concentration. No single insurance carrier insuring the policies financed by the receivables included in the Initial Pool accounts for more than 15% of the Initial Pool Balance.
4.6 Accuracy of Representations and Warranties — Servicing
Each of the representations and warranties of QPF, in its capacity as Servicer, set forth in the Servicing Agreement is true and correct in all material respects as of the Closing Date. Without limiting the foregoing, QPF specifically certifies, represents, and warrants as follows:
(a) QPF has the operational capacity, systems, personnel, technology infrastructure, and financial resources to service the receivables pool in accordance with the terms of the Servicing Agreement and in accordance with the customary and usual standards of practice of prudent servicers of insurance premium finance receivables of similar type and quality.
(b) QPF has been in the business of originating and servicing insurance premium finance receivables since its formation and has developed proprietary servicing systems and procedures specifically designed for the management, collection, and administration of insurance premium finance receivables.
(c) QPF's total receivables portfolio under management (inclusive of the receivables included in the Initial Pool and all other receivables serviced by QPF for its own account or the account of third parties) is approximately $2,100,000,000 (Two Billion One Hundred Million Dollars) as of the Cut-Off Date.
4.7 Historical Performance
QPF certifies, represents, and warrants that the historical performance of insurance premium finance receivables originated by QPF is as follows:
(a) Net Loss Rate. The historical annual net loss rate for insurance premium finance receivables originated by QPF, calculated as a three-year average for the calendar years 2019, 2020, and 2021, is 0.42%.
(b) Delinquency Rate. The 60+ day delinquency rate of the receivables included in the Initial Pool as of the Cut-Off Date (June 30, 2022) is 0.87%.
(c) Early Amortization Triggers. Neither the three-month average annualized net loss rate nor the 60+ day delinquency rate, in each case as calculated in accordance with the methodology set forth in the Indenture, exceeds the applicable Early Amortization Event trigger level. The Early Amortization Event trigger level for the net loss rate is 2.00%, and the Early Amortization Event trigger level for the 60+ day delinquency rate is 3.50%.
4.8 No Material Adverse Change
Since June 30, 2022 (the Cut-Off Date), there has been no material adverse change in the business, operations, financial condition, results of operations, assets, liabilities, or properties of QPF, or in the quality, characteristics, or collectibility of the receivables pool or any material portion thereof. No event or series of events has occurred since the Cut-Off Date that has had, or would reasonably be expected to have, a material adverse effect on the ability of QPF to perform its obligations under any Transaction Document to which it is a party or on the value, enforceability, or collectibility of the receivables.
4.9 No Servicer Default
No Servicer Default (as defined in the Servicing Agreement) or event that, with the giving of notice, the passage of time, or both, would constitute a Servicer Default, has occurred and is continuing as of the Closing Date.
QPF has not received any notice or communication from Brindoval Ratings Inc. or Pinnacle Rating Services LLC indicating that the servicer credit rating assigned to QPF has been downgraded below BB(cr) (by Brindoval Ratings Inc.) or Ba2(p) (by Pinnacle Rating Services LLC), which would constitute a Servicer Rating Trigger for purposes of the Early Amortization provisions of the Indenture. QPF has no knowledge of any pending or contemplated rating action by either rating agency with respect to QPF's servicer credit rating.
4.10 True Sale
QPF has treated, and intends to continue to treat, the transfer of receivables from QPF to QRH under the Receivables Sale Agreement as a true sale and absolute transfer of such receivables for all purposes, including for accounting purposes (under generally accepted accounting principles), tax purposes (for federal, state, and local tax purposes), and legal purposes, and not as a secured lending, pledge, financing, or similar transaction. The Receivables Sale Agreement was negotiated at arm's length, and QPF has received (or, on the Closing Date, will receive) reasonably equivalent value in exchange for the receivables transferred thereunder. QPF has not and will not account for the transactions contemplated by the Receivables Sale Agreement in any manner that is inconsistent with the treatment of such transactions as a true sale.
4.11 UCC Matters
QPF has authorized the filing (or will authorize the filing prior to or on the Closing Date) of UCC-1 financing statements with the Office of the Secretary of State of the State of Delaware, naming QPF as debtor and QRH as secured party, covering the receivables and all related rights, collections, and proceeds, as a protective filing to back up and support the true sale characterization of the transfer of receivables under the Receivables Sale Agreement.
QPF has not filed, and is not aware of, any UCC financing statement covering the receivables or any portion thereof that would create a conflicting, prior, or superior security interest in the receivables in favor of any person other than QRH or the Trustee (acting on behalf of the holders of the Notes). QPF has conducted (or caused to be conducted) a search of the UCC records maintained by the Office of the Secretary of State of the State of Delaware and, to the best of QPF's knowledge, no such conflicting financing statement is of record.
4.12 Taxes.  QPF has duly and timely filed all federal, state, and local tax returns required to be filed by it and has paid all taxes, assessments, fees, and other governmental charges due and owing by it, in each case in all material respects. QPF's employer identification number, as assigned by the Internal Revenue Service, is 84-2653198. No liens for unpaid taxes have been filed against QPF or against any of the receivables included in the Initial Pool, and no assessment of additional taxes has been made or threatened against QPF that would reasonably be expected to result in a lien on the receivables.
4.13 No Litigation
There is no action, suit, proceeding, claim, investigation, or inquiry pending before any court, governmental authority, regulatory body, or arbitrator, or, to the knowledge of the undersigned (after due inquiry), threatened against or affecting QPF, that (a) challenges the validity or enforceability of any Transaction Document to which QPF is a party, (b) challenges QPF's authority to enter into, execute, deliver, or perform any Transaction Document, (c) if adversely determined, would reasonably be expected to have a Material Adverse Effect on QPF's ability to perform its obligations under any Transaction Document to which it is a party, or (d) if adversely determined, would reasonably be expected to have a Material Adverse Effect on the quality, value, enforceability, or collectibility of the receivables included in the Initial Pool or any material portion thereof.
4.14 Compliance with Pool Balance Requirements
The outstanding aggregate principal balance of the receivables pool on the Closing Date is not less than $450,000,000 (Four Hundred Fifty Million Dollars), which is the Minimum Pool Balance required to be maintained during the Revolving Period as set forth in the Indenture. QPF has verified the outstanding pool balance as of a date not more than five (5) Business Days prior to the Closing Date and confirms that the Minimum Pool Balance requirement has been satisfied.
SECTION 5: JOINT CERTIFICATIONS
QIH and QPF hereby jointly certify, represent, and warrant to the Initial Purchaser, the Trustee, and each other party entitled to rely on this Certificate pursuant to Section 7 hereof, in each case as of the Closing Date, as follows:
5.1 Compliance with All Closing Conditions
QIH and QPF jointly certify that, to their knowledge (after due inquiry), all conditions precedent to the closing of the transactions contemplated by the Note Purchase Agreement, the Indenture, and each other Transaction Document have been satisfied in all respects (or waived in writing by the party or parties entitled to the benefit thereof) as of the Closing Date. Neither QIH nor QPF has any knowledge of any fact, circumstance, event, or condition that would prevent or materially impair the satisfaction of any such condition precedent.
5.2 Delivery of Required Documents
QIH and QPF have caused to be delivered on or prior to the Closing Date all documents, certificates, opinions, instruments, agreements, and other items required to be delivered by them or on their behalf on or prior to the Closing Date pursuant to the Note Purchase Agreement and each other Transaction Document, including the following:
(a) This Closing Certificate.
(b) The Secretary's Certificate of QIH, dated as of the Closing Date, certifying the incumbency and specimen signatures of the authorized officers of QIH, and attaching true, correct, and complete copies of the resolutions of the Board of Directors of QIH adopted on or about July 27, 2022 authorizing the transactions contemplated by the Transaction Documents, and true, correct, and complete copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of QIH, each as in effect on the Closing Date.
(c) The Manager's Certificate of QPF, dated as of the Closing Date, certifying the incumbency and specimen signature of the Manager of QPF, and attaching true, correct, and complete copies of the resolutions of the Manager of QPF adopted on or about July 27, 2022 authorizing the transactions contemplated by the Transaction Documents, and true, correct, and complete copies of the Certificate of Formation and Limited Liability Company Agreement of QPF, each as in effect on the Closing Date.
(d) The Officer's Certificate of Quorum Receivables Funding 2022-1 LLC, dated as of the Closing Date, in form and substance satisfactory to the Initial Purchaser and the Trustee.
(e) Good standing certificates (or certificates of status or existence, as applicable) for each of QIH, QPF, QRH, and QRF 2022-1, issued by the Secretary of State of the State of Delaware, each dated not more than ten (10) days prior to the Closing Date.
(f) The opinions of Calderwood & Harkness LLP, counsel to QIH, QPF, QRH, and the Issuer, dated as of the Closing Date, addressing each of the following matters: (i) true sale characterization of the transfer of receivables under the Receivables Sale Agreement, (ii) enforceability of each Transaction Document, (iii) perfection of the security interests granted under the Indenture and the Grant of Security Interest (Pledge Agreement), (iv) tax characterization of the Notes as indebtedness for federal income tax purposes, (v) non-registration of the Notes under the Securities Act of 1933, as amended, (vi) due formation and valid existence of each Delaware limited liability company party to the Transaction Documents, and proper authorization of the transactions contemplated thereby, and (vii) non-consolidation of the assets and liabilities of the Issuer and QRH with those of QIH, QPF, or any of their affiliates in a bankruptcy proceeding.
(g) The comfort letter of Meridian Ledger LLP, independent registered public accounting firm, dated as of the Closing Date, addressed to the Initial Purchaser, with Robert Falcone serving as Engagement Partner, in form and substance customary for comfort letters delivered in connection with Rule 144A offerings of asset-backed securities.
(h) The verification report of Veristead Analytics LLC, independent verification agent, dated as of the Closing Date, with Katharine Drummond, Managing Director, serving as the responsible officer, confirming the accuracy of certain pool stratification data and statistical information set forth in the Offering Memorandum and the Pool Stratification Supplement.
(i) Evidence that UCC-1 financing statements have been filed (or will be filed on or before the Closing Date) with the Office of the Secretary of State of the State of Delaware, naming (A) QPF as debtor and QRH as secured party, and (B) QRH as debtor and the Issuer (and the Trustee, as assignee) as secured party, in each case covering the receivables and all related rights, collections, and proceeds.
(j) Evidence that the following preliminary credit ratings have been assigned to the Notes:
(k) Executed counterparts (or, where applicable, certified copies) of all Transaction Documents, in each case in form and substance satisfactory to the Initial Purchaser and the Trustee.
5.3 Insurance and Regulatory Compliance
QPF holds all licenses, permits, authorizations, and approvals required under applicable federal, state, and local laws for the origination and servicing of insurance premium finance loans in all fifty (50) states of the United States, and all such licenses, permits, authorizations, and approvals are in full force and effect as of the Closing Date. Neither QIH nor QPF has received any notice from any governmental authority or regulatory body of any pending or threatened revocation, suspension, limitation, or non-renewal of any such license, permit, authorization, or approval.
The offering and sale of the Notes is being conducted in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act, and no registration statement has been or is required to be filed with the Securities and Exchange Commission in connection with the issuance and sale of the Notes.
5.4 FATCA Compliance
Quorum Receivables Funding 2022-1 LLC, as Issuer, has been structured to comply with the withholding requirements imposed by Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA"), and the rules and regulations promulgated thereunder, including the Treasury Regulations, applicable intergovernmental agreements, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to such intergovernmental agreements. Appropriate documentation and information-gathering procedures, including procedures for obtaining and verifying IRS Forms W-8BEN, W-8BEN-E, W-8ECI, and W-8IMY (or successor forms, as applicable) from non-U.S. holders of the Notes, have been established and will be implemented by the Trustee, the Paying Agent, and the Issuer in accordance with the Indenture and applicable law.
5.5 Anti-Money Laundering and Sanctions
Neither QIH nor QPF, nor any of their respective officers, directors, managers, members, employees, or, to the knowledge of the undersigned, agents acting on behalf of QIH or QPF in connection with the transactions contemplated by the Transaction Documents, is a person or entity:
(a) whose name appears on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, or on any other list of sanctioned or restricted persons maintained by OFAC or any other U.S. governmental authority;
(b) that is organized or resident in a country or territory that is the subject of comprehensive country-wide or territory-wide economic sanctions administered by OFAC (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine); or
(c) that is otherwise the target of U.S. economic sanctions such that any transaction or dealing with such person or entity would be prohibited under applicable sanctions laws.
QIH and QPF each maintain policies, procedures, and internal controls designed to ensure compliance with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act (Title III of Pub. L. No. 107-56), and the sanctions programs administered by OFAC.
SECTION 6: AUTHORIZED SIGNATORIES
QIH hereby certifies that the following persons are the duly authorized officers of QIH who are authorized to execute and deliver the Transaction Documents and all certificates, instruments, agreements, and other documents on behalf of QIH, and that the signatures set forth opposite their respective names below are their true and genuine signatures:
QPF hereby certifies that the following person is the duly authorized Manager of QPF who is authorized to execute and deliver the Transaction Documents and all certificates, instruments, agreements, and other documents on behalf of QPF, and that the signature set forth opposite her name below is her true and genuine signature:
Each of the undersigned hereby certifies that the signatures appearing above are the genuine signatures of the persons so identified, and that each such person has been duly authorized by all necessary corporate or limited liability company action, as applicable, to execute and deliver documents on behalf of QIH or QPF, as the case may be, in connection with the transactions contemplated by the Transaction Documents.
SECTION 7: RELIANCE
This Certificate is being delivered to, and may be relied upon by, each of the following parties and their respective successors and assigns:
(a) Ridgeline Capital Markets LLC, as Initial Purchaser under the Note Purchase Agreement;
(b) Calvoneth Trust Company, N.A., as Trustee under the Indenture;
(c) Northvane Bank, N.A., as Back-Up Servicer under the Back-Up Servicing Agreement;
(d) Calloway & Brandt LLP, as counsel to the Initial Purchaser; and
(e) Ashfield & Greer LLP, as counsel to the Trustee.
This Certificate may also be relied upon by each of Brindoval Ratings Inc. and Pinnacle Rating Services LLC, in each case solely to the extent that the certifications, representations, and warranties set forth herein are relevant to the maintenance, confirmation, or surveillance of the preliminary credit ratings assigned by such rating agency to the Notes.
No other person or entity may rely upon this Certificate or the certifications, representations, and warranties contained herein without the prior written consent of each of QIH and QPF.
SECTION 8: GOVERNING LAW
This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to any choice of law or conflict of laws 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; provided, however, that Section 5-1401 of the New York General Obligations Law shall apply.
SECTION 9: EXECUTION
IN WITNESS WHEREOF, each of the undersigned has executed this Closing Certificate as of the date first written above.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: [●]
Title: [●]
Date: [●], 2022
QUORUM PREMIUM FINANCE LLC
By: ________
Name: Sandra Ling-Hwang
Title: Manager
Date: [●], 2022
DRAFT — NOT FOR EXECUTION
Prepared by Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022 Matter No. 1025-00007
This draft closing certificate was prepared in connection with the proposed $500,000,000 notes offering by Quorum Receivables Funding 2022-1 LLC. The transaction was shelved on November 14, 2022, and this certificate was never executed.
Rating Agency | Rating
Brindoval Ratings Inc. | BBB
Pinnacle Rating Services LLC | Baa2
Class | Brindoval Ratings Inc. | Pinnacle Rating Services LLC
Class A Notes ($375,000,000) | AAA(cr) | Aaa(p)
Class B Notes ($75,000,000) | A(cr) | A1(p)
Class C Notes ($35,000,000) | BBB(cr) | Baa2(p)
Name | Title | Specimen Signature
Marcus Devereaux | Chief Executive Officer | ________
Priya Raghavan | Chief Financial Officer | ________
Nolan Whitford | General Counsel and Secretary | ________
Name | Title | Specimen Signature
Sandra Ling-Hwang | Manager (in her capacity as Treasurer of QIH) | ________

DRAFT — October 12, 2022 — For Discussion Purposes Only — Subject to Completion

TABLE OF CONTENTS

SECTION 1: RECITALS

SECTION 2: DEFINITIONS

SECTION 3: CERTIFICATIONS OF QIH (AS SPONSOR, ADMINISTRATOR, AND GUARANTOR)

SECTION 4: CERTIFICATIONS OF QPF (AS ORIGINATOR, SELLER, AND SERVICER)

SECTION 5: JOINT CERTIFICATIONS

SECTION 6: AUTHORIZED SIGNATORIES

SECTION 7: RELIANCE

Record

Parties

Dates

Amounts