1025-00007 · Quorum Insurance Holdings · SPV Formation & Corporate

secretary-certificate-qih-board-resolutions.docx DOCUMENT M&A / Corporate

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SECRETARY'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.

July 27, 2022

Matter No. 1025-00007

I, Nolan Whitford, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (NYSE: QIHC) (the "Corporation"), with its principal office located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, Employer Identification Number 82-4391067. In my capacity as Secretary, I have custody and control of the corporate books, records, minute books, and seal of the Corporation, and I am authorized to execute and deliver this Certificate on behalf of the Corporation.

I further certify, in connection with the asset-backed securities transaction described herein (the "Transaction"), and for the benefit of Calvoneth Trust Company, N.A., as Indenture Trustee, Ridgeline Capital Markets LLC, as Initial Purchaser, and each other person or entity relying hereon, as follows:

Section 1. Certificate of Incorporation and Bylaws

I hereby certify that:

(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware, including all amendments, supplements, restatements, and certificates of designations thereto through and including the date hereof (collectively, the "Charter"). The Charter is in full force and effect as of the date hereof, and no further amendments or modifications have been made thereto since the most recent amendment reflected in Exhibit A.

(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Corporation, as amended and restated through and including the date hereof (the "Bylaws"). The Bylaws are in full force and effect as of the date hereof, and no further amendments or modifications have been made thereto since the most recent amendment reflected in Exhibit B.

(c) No proceedings are pending or, to the best of my knowledge and belief after due inquiry, contemplated for the amendment, modification, restatement, or repeal of either the Charter or the Bylaws in any manner that would affect, limit, restrict, or otherwise impair the authorizations, approvals, or other actions set forth in the resolutions described herein or the execution, delivery, or performance of the Transaction Documents (as defined below).

Section 2. Board Resolutions

I hereby certify that:

(a) Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of the Corporation (the "Board") at a meeting of the Board duly called and held on July 25, 2022, in accordance with the Charter, the Bylaws, and the General Corporation Law of the State of Delaware.

(b) A quorum of the Board was present at such meeting throughout the consideration and adoption of the Resolutions, and the Resolutions were duly adopted by the affirmative vote of not less than a majority of the directors present at such meeting, which constituted the requisite vote for the adoption thereof under the Charter, the Bylaws, and applicable law.

(c) The Resolutions have not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date of this Certificate.

(d) There are no other resolutions of the Board or any committee thereof that conflict with or limit in any manner the authority granted by the Resolutions.

Section 3. Summary of Resolutions

Without limiting the generality of the certifications set forth in Section 2 above, the following is a summary of the Resolutions adopted by the Board on July 25, 2022. The full text of such Resolutions is set forth in Exhibit C attached hereto. In the event of any conflict between this summary and the full text set forth in Exhibit C, the full text of the Resolutions shall control.

3.1 Authorization of Transaction

The Board resolved that the Corporation is authorized to act as sponsor of an asset-backed securities transaction involving the issuance of up to Five Hundred Million Dollars ($500,000,000) in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity. The Notes are to be backed by a revolving pool of insurance premium finance receivables originated by Quorum Premium Finance LLC ("QPF"), a wholly owned subsidiary of the Corporation. The Notes are to be offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder.

3.2 Authorization of Capital Structure

The Board resolved that the capital structure of the Transaction shall consist of the following classes and amounts:

The Board further resolved that the officers of the Corporation are authorized and directed to seek preliminary and final credit ratings from one or more nationally recognized statistical rating organizations ("NRSROs") with respect to the Notes, including, without limitation, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and to execute and deliver such engagement letters, representations, and other documents as may be required in connection with obtaining such ratings.

3.3 Authorization of SPV Formation

The Board resolved that the officers of the Corporation are authorized and directed to cause the formation of the following Delaware limited liability companies in order to effectuate the Transaction:

(a) Quorum Receivables Holding LLC ("QRH"), to serve as an intermediate bankruptcy-remote special purpose entity and depositor in the Transaction structure, to be organized as a wholly owned subsidiary of QPF; and

(b) Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), to serve as the issuer of the Notes and as a bankruptcy-remote special purpose entity, to be organized as a wholly owned subsidiary of QRH.

The Board further resolved that the officers of the Corporation are authorized and directed to engage Fortbridge Corporate Services LLC to provide independent managers for each of QRH and QRF 2022-1, and specifically to designate Eleanor M. Vasquez as independent manager of QRH and Timothy R. Callan as independent manager of QRF 2022-1, in each case in accordance with the respective limited liability company agreements of such entities.

The Board further resolved that the officers of the Corporation are authorized and directed to engage Ashgrove Services Inc. as registered agent for service of process for each of QRH and QRF 2022-1 in the State of Delaware, with the registered office of each such entity to be located at 28 Liberty Street, New York, New York 10005, or such other address as Ashgrove Services Inc. may designate.

3.4 Authorization of Transaction Documents

The Board resolved that the officers of the Corporation are authorized and directed, on behalf of the Corporation, to negotiate, execute, and deliver the following transaction documents (collectively, the "Transaction Documents"), in each case in such form as the executing officer shall approve, such approval to be conclusively evidenced by such officer's execution thereof:

(a) Indenture, by and between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A., as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian, with its corporate trust office located at 600 Travis Street, Suite 5800, Houston, Texas 77002, pursuant to which the Notes will be issued and the trust estate securing the Notes will be established and maintained;

(b) Receivables Sale Agreement, by and between QPF, as Seller, and QRH, as Purchaser, providing for the sale and contribution of insurance premium finance receivables from QPF to QRH;

(c) Receivables Transfer Agreement, by and between QRH, as Transferor, and QRF 2022-1, as Transferee, providing for the transfer and conveyance of insurance premium finance receivables from QRH to QRF 2022-1;

(d) Servicing Agreement, by and among QRF 2022-1, QPF, as Servicer, and Calvoneth Trust Company, N.A., as Trustee, pursuant to which QPF will service the receivables transferred to QRF 2022-1 in connection with the Transaction;

(e) Back-Up Servicing Agreement, by and among QRF 2022-1, QPF, Northvane Bank, N.A., as Back-Up Servicer, and Calvoneth Trust Company, N.A., providing for the appointment and obligations of Northvane Bank, N.A. as back-up servicer of the receivables in the event of the resignation or termination of QPF as Servicer;

(f) Administration Agreement, by and between QRF 2022-1, as Issuer, and the Corporation, as Administrator, pursuant to which the Corporation will provide certain administrative services to QRF 2022-1 in connection with the Transaction;

(g) Note Purchase Agreement, by and among QRF 2022-1, as Issuer, the Corporation, as Sponsor, and Ridgeline Capital Markets LLC, as Initial Purchaser, Structuring Agent, and Lead Bookrunner, with offices at 383 Madison Avenue, 14th Floor, New York, New York 10179, providing for the purchase and sale of the Notes by the Initial Purchaser pursuant to Rule 144A and Regulation S;

(h) Liquidity Facility Agreement, by and between QRF 2022-1, as Borrower, and Northvane Bank, N.A., as Lender, with offices at 200 Vesey Street, New York, New York 10281, providing for a liquidity facility in an amount of up to Twenty-Five Million Dollars ($25,000,000) to support the Transaction;

(i) Account Control Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Securities Intermediary, establishing the transaction accounts and the securities intermediary's control over such accounts for the benefit of the Indenture Trustee;

(j) Custodian Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Custodian, providing for the custody of the receivables files and related documents;

(k) Grant of Security Interest (Pledge Agreement), from QRF 2022-1 to Calvoneth Trust Company, N.A., as Trustee, granting a security interest in the trust estate to secure the Notes and the obligations of QRF 2022-1 under the Indenture;

(l) Performance Guaranty, by the Corporation, in favor of Calvoneth Trust Company, N.A., as Trustee, guaranteeing the performance by the Corporation of its obligations under the Transaction Documents to which it is a party; and

(m) Such other agreements, instruments, certificates, opinions, and documents as may be necessary, advisable, or appropriate in connection with the Transaction, as the executing officer shall determine in his or her sole discretion.

3.5 Authorization of Engagement of Advisors

The Board resolved that the officers of the Corporation are authorized and directed to engage the following advisors and service providers in connection with the Transaction:

(a) Calderwood & Harkness LLP, 601 Lexington Avenue, New York, New York 10022, as issuer's counsel to the Corporation and QRF 2022-1 in connection with the Transaction (responsible partner: Douglas Carmichael; billing partner: Francesca Morano; estimated fees: $2,800,000), and to execute such engagement letters and fee agreements as may be required in connection therewith;

(b) Ridgeline Capital Markets LLC, 383 Madison Avenue, 14th Floor, New York, New York 10179, as structuring agent, lead bookrunner, and sole placement agent for the offering and sale of the Notes, with placement fees as follows: 0.30% on the Class A Notes, 0.45% on the Class B Notes, and 0.60% on the Class C Notes, for aggregate placement fees of $1,672,500;

(c) Meridian Ledger LLP, 1301 Avenue of the Americas, New York, New York 10019, as independent auditors to provide an agreed-upon procedures letter and comfort letter in connection with the Transaction (engagement partner: Robert Falcone);

(d) Veristead Analytics LLC, 100 Summer Street, Suite 1500, Boston, Massachusetts 02110, as third-party verification agent for receivables pool stratification and tape reconciliation in connection with the Transaction (managing director: Katharine Drummond); and

(e) Such other advisors, agents, consultants, and service providers as the officers of the Corporation may deem necessary, advisable, or appropriate in connection with the Transaction.

3.6 Authorization of Offering Documents

The Board resolved that the officers of the Corporation are authorized and directed to approve and cause QRF 2022-1 to prepare, execute, and distribute a preliminary and final Offering Memorandum and such related investor materials as may be necessary or appropriate, including, without limitation, investor presentations, roadshow materials, term sheets, and computational materials, in connection with the offering and sale of the Notes pursuant to Rule 144A and Regulation S under the Securities Act. The officers of the Corporation are further authorized to make such representations and warranties on behalf of the Corporation and QRF 2022-1 as may be required in the Offering Memorandum and the Note Purchase Agreement.

3.7 Authorization of UCC Filings

The Board resolved that the officers of the Corporation are authorized and directed to cause to be filed with the Secretary of State of the State of Delaware such UCC-1 financing statements, amendments, and continuation statements under the Uniform Commercial Code as may be necessary or advisable to perfect the security interests and ownership interests granted and conveyed in connection with the Transaction at each level of the transfer chain, including, without limitation:

(a) a UCC-1 financing statement naming QPF as debtor and QRH as secured party, in connection with the sale and contribution of receivables from QPF to QRH pursuant to the Receivables Sale Agreement;

(b) a UCC-1 financing statement naming QRH as debtor and QRF 2022-1 as secured party, in connection with the transfer and conveyance of receivables from QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement; and

(c) a UCC-1 financing statement naming QRF 2022-1 as debtor and Calvoneth Trust Company, N.A. as secured party, in connection with the grant of a security interest in the trust estate from QRF 2022-1 to Calvoneth Trust Company, N.A. pursuant to the Indenture and the Grant of Security Interest (Pledge Agreement).

3.8 Risk Retention Compliance

The Board resolved that in connection with the Transaction, the Corporation, acting in its capacity as sponsor of the Transaction within the meaning of Regulation RR (17 C.F.R. Part 246), shall retain an eligible economic interest sufficient to comply with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203) and the implementing regulations promulgated thereunder by the applicable federal agencies, including, without limitation, through the retention by the Corporation (directly or through a majority-owned affiliate) of the Fifteen Million Dollar ($15,000,000) overcollateralization and retained interest described in Section 3.2 hereof. The officers of the Corporation are authorized and directed to take all actions and execute all documents necessary to evidence and maintain compliance with such risk retention requirements throughout the life of the Transaction.

3.9 General Authority

The Board resolved that each of the Authorized Signatories (as defined in Section 4 below) is authorized and empowered, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions, and to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, certificates, filings, notices, consents, and documents, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing Resolutions, the execution and delivery thereof by such officer to be conclusive evidence of such officer's determination that such action, agreement, instrument, certificate, filing, notice, consent, or document is necessary, advisable, or appropriate and of such officer's approval of the terms thereof.

The Board further resolved that all actions heretofore taken by any officer or director of the Corporation in connection with the Transaction and the matters contemplated by the foregoing Resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

Section 4. Authorized Signatories

I hereby certify that the following persons are duly elected or appointed officers of the Corporation, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their names are their true, correct, and genuine signatures:

Each of the foregoing persons (each, an "Authorized Signatory" and collectively, the "Authorized Signatories") is hereby authorized, acting individually and without the joinder or consent of any other officer, director, or agent of the Corporation, to execute and deliver any and all Transaction Documents and any other documents, instruments, certificates, agreements, or filings on behalf of the Corporation in connection with the Transaction, and such execution and delivery shall be binding upon the Corporation.

Each Authorized Signatory is further authorized, acting individually, to designate in writing one or more additional officers, employees, or agents of the Corporation to execute specific documents, instruments, or certificates on behalf of the Corporation in connection with the Transaction, and any party relying on such designation shall be entitled to conclusively presume the authority of such designee without further inquiry.

Section 5. Good Standing and Existence

I hereby certify that:

(a) The Corporation is validly existing as a corporation in good standing under the laws of the State of Delaware, having been duly incorporated under the General Corporation Law of the State of Delaware, and has not been dissolved, merged, or consolidated into any other entity.

(b) No proceeding for the dissolution, liquidation, winding up, receivership, conservatorship, or reorganization of the Corporation has been instituted by or against the Corporation, and no such proceeding is pending or, to the best of my knowledge and belief after due inquiry, contemplated or threatened.

(c) The Corporation has full corporate power and authority under its Charter, its Bylaws, and the General Corporation Law of the State of Delaware to execute and deliver the Transaction Documents to which it is or will be a party, to perform its obligations thereunder, and to consummate the Transaction and the other transactions contemplated thereby.

Section 6. No Conflicts

I hereby certify that, to the best of my knowledge and belief after due inquiry and review, the execution, delivery, and performance by the Corporation of the Transaction Documents to which it is or will be a party, and the consummation of the Transaction and the other transactions contemplated thereby, will not:

(a) violate, conflict with, or result in a breach or default under any provision of the Certificate of Incorporation or Bylaws of the Corporation, as currently in effect;

(b) violate, conflict with, or result in a breach or default under any resolution heretofore adopted by the Board of Directors or by the shareholders of the Corporation;

(c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Corporation is a party or by which the Corporation or any of its properties or assets is bound; or

(d) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree, or other requirement of any court, arbitrator, or governmental authority having jurisdiction over the Corporation or any of its properties or assets.

Section 7. Incumbency Certification

I hereby certify that each of the officers named in Section 4 of this Certificate held the respective office set forth opposite his or her name as of the date hereof and on July 25, 2022, the date of the meeting of the Board of Directors at which the Resolutions were adopted. The signature specimens set forth in Section 4 above are the true and genuine signatures of each such officer, and each such officer was duly authorized to act in his or her official capacity on each such date.

Section 8. Governing Law

The Transaction Documents to be executed and delivered in connection with the Transaction are expected to be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. The Corporation is organized and existing under the laws of the State of Delaware, and the internal affairs of the Corporation, including the adoption of the Resolutions and the authority of the officers to act on behalf of the Corporation, are governed by the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Quorum Insurance Holdings Corp. as of July 27, 2022.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Nolan Whitford

Title: General Counsel and Secretary

[CORPORATE SEAL]

OFFICER'S CONFIRMATION

The undersigned, Marcus Devereaux, Chief Executive Officer of Quorum Insurance Holdings Corp., a Delaware corporation (the "Corporation"), hereby confirms that Nolan Whitford is the duly elected and acting General Counsel and Secretary of the Corporation as of the date hereof and on July 25, 2022, and that the signature appearing above on this Secretary's Certificate is the true and genuine signature of Nolan Whitford. The undersigned further confirms that Nolan Whitford is authorized to execute and deliver this Secretary's Certificate on behalf of the Corporation.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Marcus Devereaux

Title: Chief Executive Officer

Date: July 27, 2022

EXHIBIT A

Certificate of Incorporation of Quorum Insurance Holdings Corp. as amended through the date hereof

Certificate of Incorporation of Quorum Insurance Holdings Corp., as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, certificates of correction, and certificates of merger filed with respect thereto through and including July 27, 2022.

[Attached hereto]

EXHIBIT B

Bylaws of Quorum Insurance Holdings Corp. as amended and in effect as of July 27, 2022

Bylaws of Quorum Insurance Holdings Corp., as amended and restated, in effect as of July 27, 2022.

[Attached hereto]

EXHIBIT C

Resolutions of the Board of Directors of Quorum Insurance Holdings Corp. Adopted at a Duly Convened Meeting Held on July 25, 2022

The following resolutions were duly adopted by the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Corporation"), at a meeting of the Board duly called and held on July 25, 2022 at the Corporation's principal offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. A quorum of the Board was present throughout the meeting, and the following resolutions were adopted by the unanimous vote of the directors present:

Asset-Backed Securities Transaction — Authorization Resolutions

WHEREAS, the Corporation, through its wholly owned subsidiary Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), originates insurance premium finance receivables in the ordinary course of its business; and

WHEREAS, the Board has determined that it is in the best interests of the Corporation and its stockholders for the Corporation to act as sponsor of an asset-backed securities transaction (the "Transaction") involving the securitization of a revolving pool of such insurance premium finance receivables; and

WHEREAS, the Board has reviewed and considered the terms, structure, economics, and risks of the proposed Transaction, including the presentations and materials provided by management and the Corporation's financial advisors, and has determined that the Transaction is advisable, fair to, and in the best interests of the Corporation and its stockholders;

NOW, THEREFORE, BE IT:

RESOLVED, that the Corporation is hereby authorized to act as sponsor of the Transaction involving the issuance of up to Five Hundred Million Dollars ($500,000,000) in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity, such Notes to be backed by a revolving pool of insurance premium finance receivables originated by QPF; and it is further

RESOLVED, that the Notes shall be offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder; and it is further

RESOLVED, that the capital structure of the Transaction shall consist of the following:

(i) Class A Notes in an aggregate principal amount of Three Hundred Seventy-Five Million Dollars ($375,000,000), representing 75.0% of the total issuance;

(ii) Class B Notes in an aggregate principal amount of Seventy-Five Million Dollars ($75,000,000), representing 15.0% of the total issuance;

(iii) Class C Notes in an aggregate principal amount of Thirty-Five Million Dollars ($35,000,000), representing 7.0% of the total issuance; and

(iv) Overcollateralization and retained interest in an amount of Fifteen Million Dollars ($15,000,000), representing 3.0% of the total issuance;

and it is further

RESOLVED, that the officers of the Corporation are authorized and directed to seek preliminary and final credit ratings from one or more nationally recognized statistical rating organizations with respect to the Notes, including, without limitation, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and to execute and deliver such engagement letters, representations, and other documents as may be required in connection therewith; and it is further

RESOLVED, that the officers of the Corporation are authorized and directed to cause the formation of the following Delaware limited liability companies in order to effectuate the Transaction:

(i) Quorum Receivables Holding LLC ("QRH"), to serve as an intermediate bankruptcy-remote special purpose entity and depositor, to be organized as a wholly owned subsidiary of QPF; and

(ii) Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), to serve as the issuer of the Notes and as a bankruptcy-remote special purpose entity, to be organized as a wholly owned subsidiary of QRH;

and the officers are further authorized and directed to engage Fortbridge Corporate Services LLC to provide independent managers for each of QRH and QRF 2022-1, specifically Eleanor M. Vasquez as independent manager of QRH and Timothy R. Callan as independent manager of QRF 2022-1, and to engage Ashgrove Services Inc. as registered agent for each of QRH and QRF 2022-1 at 28 Liberty Street, New York, New York 10005; and it is further

RESOLVED, that the officers of the Corporation are authorized and directed, on behalf of the Corporation, to negotiate, execute, and deliver the following transaction documents (collectively, the "Transaction Documents"), in each case in such form as the executing officer shall approve, such approval to be conclusively evidenced by such officer's execution thereof:

(b) Receivables Sale Agreement, by and between QPF, as Seller, and QRH, as Purchaser;

(d) Servicing Agreement, by and among QRF 2022-1, QPF, as Servicer, and Calvoneth Trust Company, N.A., as Trustee;

(e) Back-Up Servicing Agreement, by and among QRF 2022-1, QPF, Northvane Bank, N.A., as Back-Up Servicer, and Calvoneth Trust Company, N.A.;

(f) Administration Agreement, by and between QRF 2022-1, as Issuer, and the Corporation, as Administrator;

(h) Liquidity Facility Agreement, by and between QRF 2022-1, as Borrower, and Northvane Bank, N.A., as Lender, providing for a liquidity facility of up to Twenty-Five Million Dollars ($25,000,000), with offices at 200 Vesey Street, New York, New York 10281;

(i) Account Control Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Securities Intermediary;

(j) Custodian Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Custodian;

(k) Grant of Security Interest (Pledge Agreement), from QRF 2022-1 to Calvoneth Trust Company, N.A., as Trustee;

(l) Performance Guaranty, by the Corporation, in favor of Calvoneth Trust Company, N.A., as Trustee; and

(m) Such other agreements, instruments, certificates, and documents as may be necessary or advisable in connection with the Transaction;

and it is further

RESOLVED, that the officers of the Corporation are authorized and directed to engage the following advisors and service providers in connection with the Transaction:

(a) Calderwood & Harkness LLP, 601 Lexington Avenue, New York, New York 10022, as issuer's counsel (responsible partner: Douglas Carmichael; billing partner: Francesca Morano; estimated fees: $2,800,000);

(b) Ridgeline Capital Markets LLC, as structuring agent, lead bookrunner, and sole placement agent (placement fees: 0.30% on Class A Notes, 0.45% on Class B Notes, 0.60% on Class C Notes; aggregate placement fees: $1,672,500);

(c) Meridian Ledger LLP, 1301 Avenue of the Americas, New York, New York 10019, as independent auditors to provide agreed-upon procedures letter and comfort letter (engagement partner: Robert Falcone);

(e) Such other advisors and agents as the officers may deem necessary or advisable;

and it is further

RESOLVED, that the officers of the Corporation are authorized and directed to approve and cause QRF 2022-1 to prepare, execute, and distribute a preliminary and final Offering Memorandum and related investor materials, including investor presentations and roadshow materials, in connection with the offering and sale of the Notes pursuant to Rule 144A and Regulation S under the Securities Act; and it is further

RESOLVED, that the officers of the Corporation are authorized and directed to cause to be filed with the Secretary of State of the State of Delaware such UCC-1 financing statements, amendments, and continuation statements as may be necessary to perfect the security interests and ownership interests granted in connection with the Transaction at each level of the transfer chain, including from QPF to QRH, from QRH to QRF 2022-1, and from QRF 2022-1 to Calvoneth Trust Company, N.A.; and it is further

RESOLVED, that in connection with the Transaction, the Corporation, as sponsor, shall retain an economic interest sufficient to comply with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations thereunder, including through the Fifteen Million Dollar ($15,000,000) overcollateralization and retained interest; and it is further

RESOLVED, that each of the following officers of the Corporation (each, an "Authorized Signatory"):

• Marcus Devereaux, Chief Executive Officer

• Priya Raghavan, Chief Financial Officer

• Nolan Whitford, General Counsel and Secretary

• Sandra Ling-Hwang, Treasurer

is authorized and empowered, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions and to execute and deliver any and all such further agreements, instruments, certificates, filings, and documents as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, the execution and delivery thereof by such officer to be conclusive evidence of such officer's approval thereof; and it is further

RESOLVED, that all actions heretofore taken by any officer or director of the Corporation in connection with the Transaction and the matters contemplated by the foregoing resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.

The foregoing is a true, correct, and complete copy of the resolutions adopted by the Board of Directors of Quorum Insurance Holdings Corp. at its meeting held on July 25, 2022, as recorded in the minutes of such meeting.

Class	Aggregate Principal Amount	Percentage of Total Issuance
Class A Notes	$375,000,000	75.0%
Class B Notes	$75,000,000	15.0%
Class C Notes	$35,000,000	7.0%
Overcollateralization / Retained Interest	$15,000,000	3.0%
Total	$500,000,000	100.0%
Name	Title	Signature
Marcus Devereaux	Chief Executive Officer	________
Priya Raghavan	Chief Financial Officer	________
Nolan Whitford	General Counsel and Secretary	________
Sandra Ling-Hwang	Treasurer	________

SECRETARY'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.
July 27, 2022
Matter No. 1025-00007
I, Nolan Whitford, hereby certify that I am the duly elected, qualified, and acting General Counsel and Secretary of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (NYSE: QIHC) (the "Corporation"), with its principal office located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, Employer Identification Number 82-4391067. In my capacity as Secretary, I have custody and control of the corporate books, records, minute books, and seal of the Corporation, and I am authorized to execute and deliver this Certificate on behalf of the Corporation.
I further certify, in connection with the asset-backed securities transaction described herein (the "Transaction"), and for the benefit of Calvoneth Trust Company, N.A., as Indenture Trustee, Ridgeline Capital Markets LLC, as Initial Purchaser, and each other person or entity relying hereon, as follows:
Section 1. Certificate of Incorporation and Bylaws
I hereby certify that:
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware, including all amendments, supplements, restatements, and certificates of designations thereto through and including the date hereof (collectively, the "Charter"). The Charter is in full force and effect as of the date hereof, and no further amendments or modifications have been made thereto since the most recent amendment reflected in Exhibit A.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Corporation, as amended and restated through and including the date hereof (the "Bylaws"). The Bylaws are in full force and effect as of the date hereof, and no further amendments or modifications have been made thereto since the most recent amendment reflected in Exhibit B.
(c) No proceedings are pending or, to the best of my knowledge and belief after due inquiry, contemplated for the amendment, modification, restatement, or repeal of either the Charter or the Bylaws in any manner that would affect, limit, restrict, or otherwise impair the authorizations, approvals, or other actions set forth in the resolutions described herein or the execution, delivery, or performance of the Transaction Documents (as defined below).
Section 2. Board Resolutions
I hereby certify that:
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of the Corporation (the "Board") at a meeting of the Board duly called and held on July 25, 2022, in accordance with the Charter, the Bylaws, and the General Corporation Law of the State of Delaware.
(b) A quorum of the Board was present at such meeting throughout the consideration and adoption of the Resolutions, and the Resolutions were duly adopted by the affirmative vote of not less than a majority of the directors present at such meeting, which constituted the requisite vote for the adoption thereof under the Charter, the Bylaws, and applicable law.
(c) The Resolutions have not been amended, modified, supplemented, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date of this Certificate.
(d) There are no other resolutions of the Board or any committee thereof that conflict with or limit in any manner the authority granted by the Resolutions.
Section 3. Summary of Resolutions
Without limiting the generality of the certifications set forth in Section 2 above, the following is a summary of the Resolutions adopted by the Board on July 25, 2022. The full text of such Resolutions is set forth in Exhibit C attached hereto. In the event of any conflict between this summary and the full text set forth in Exhibit C, the full text of the Resolutions shall control.
3.1 Authorization of Transaction
The Board resolved that the Corporation is authorized to act as sponsor of an asset-backed securities transaction involving the issuance of up to Five Hundred Million Dollars ($500,000,000) in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity. The Notes are to be backed by a revolving pool of insurance premium finance receivables originated by Quorum Premium Finance LLC ("QPF"), a wholly owned subsidiary of the Corporation. The Notes are to be offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder.
3.2 Authorization of Capital Structure
The Board resolved that the capital structure of the Transaction shall consist of the following classes and amounts:
The Board further resolved that the officers of the Corporation are authorized and directed to seek preliminary and final credit ratings from one or more nationally recognized statistical rating organizations ("NRSROs") with respect to the Notes, including, without limitation, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and to execute and deliver such engagement letters, representations, and other documents as may be required in connection with obtaining such ratings.
3.3 Authorization of SPV Formation
The Board resolved that the officers of the Corporation are authorized and directed to cause the formation of the following Delaware limited liability companies in order to effectuate the Transaction:
(a) Quorum Receivables Holding LLC ("QRH"), to serve as an intermediate bankruptcy-remote special purpose entity and depositor in the Transaction structure, to be organized as a wholly owned subsidiary of QPF; and
(b) Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), to serve as the issuer of the Notes and as a bankruptcy-remote special purpose entity, to be organized as a wholly owned subsidiary of QRH.
The Board further resolved that the officers of the Corporation are authorized and directed to engage Fortbridge Corporate Services LLC to provide independent managers for each of QRH and QRF 2022-1, and specifically to designate Eleanor M. Vasquez as independent manager of QRH and Timothy R. Callan as independent manager of QRF 2022-1, in each case in accordance with the respective limited liability company agreements of such entities.
The Board further resolved that the officers of the Corporation are authorized and directed to engage Ashgrove Services Inc. as registered agent for service of process for each of QRH and QRF 2022-1 in the State of Delaware, with the registered office of each such entity to be located at 28 Liberty Street, New York, New York 10005, or such other address as Ashgrove Services Inc. may designate.
3.4 Authorization of Transaction Documents
The Board resolved that the officers of the Corporation are authorized and directed, on behalf of the Corporation, to negotiate, execute, and deliver the following transaction documents (collectively, the "Transaction Documents"), in each case in such form as the executing officer shall approve, such approval to be conclusively evidenced by such officer's execution thereof:
(a) Indenture, by and between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A., as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian, with its corporate trust office located at 600 Travis Street, Suite 5800, Houston, Texas 77002, pursuant to which the Notes will be issued and the trust estate securing the Notes will be established and maintained;
(b) Receivables Sale Agreement, by and between QPF, as Seller, and QRH, as Purchaser, providing for the sale and contribution of insurance premium finance receivables from QPF to QRH;
(c) Receivables Transfer Agreement, by and between QRH, as Transferor, and QRF 2022-1, as Transferee, providing for the transfer and conveyance of insurance premium finance receivables from QRH to QRF 2022-1;
(d) Servicing Agreement, by and among QRF 2022-1, QPF, as Servicer, and Calvoneth Trust Company, N.A., as Trustee, pursuant to which QPF will service the receivables transferred to QRF 2022-1 in connection with the Transaction;
(e) Back-Up Servicing Agreement, by and among QRF 2022-1, QPF, Northvane Bank, N.A., as Back-Up Servicer, and Calvoneth Trust Company, N.A., providing for the appointment and obligations of Northvane Bank, N.A. as back-up servicer of the receivables in the event of the resignation or termination of QPF as Servicer;
(f) Administration Agreement, by and between QRF 2022-1, as Issuer, and the Corporation, as Administrator, pursuant to which the Corporation will provide certain administrative services to QRF 2022-1 in connection with the Transaction;
(g) Note Purchase Agreement, by and among QRF 2022-1, as Issuer, the Corporation, as Sponsor, and Ridgeline Capital Markets LLC, as Initial Purchaser, Structuring Agent, and Lead Bookrunner, with offices at 383 Madison Avenue, 14th Floor, New York, New York 10179, providing for the purchase and sale of the Notes by the Initial Purchaser pursuant to Rule 144A and Regulation S;
(h) Liquidity Facility Agreement, by and between QRF 2022-1, as Borrower, and Northvane Bank, N.A., as Lender, with offices at 200 Vesey Street, New York, New York 10281, providing for a liquidity facility in an amount of up to Twenty-Five Million Dollars ($25,000,000) to support the Transaction;
(i) Account Control Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Securities Intermediary, establishing the transaction accounts and the securities intermediary's control over such accounts for the benefit of the Indenture Trustee;
(j) Custodian Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Custodian, providing for the custody of the receivables files and related documents;
(k) Grant of Security Interest (Pledge Agreement), from QRF 2022-1 to Calvoneth Trust Company, N.A., as Trustee, granting a security interest in the trust estate to secure the Notes and the obligations of QRF 2022-1 under the Indenture;
(l) Performance Guaranty, by the Corporation, in favor of Calvoneth Trust Company, N.A., as Trustee, guaranteeing the performance by the Corporation of its obligations under the Transaction Documents to which it is a party; and
(m) Such other agreements, instruments, certificates, opinions, and documents as may be necessary, advisable, or appropriate in connection with the Transaction, as the executing officer shall determine in his or her sole discretion.
3.5 Authorization of Engagement of Advisors
The Board resolved that the officers of the Corporation are authorized and directed to engage the following advisors and service providers in connection with the Transaction:
(a) Calderwood & Harkness LLP, 601 Lexington Avenue, New York, New York 10022, as issuer's counsel to the Corporation and QRF 2022-1 in connection with the Transaction (responsible partner: Douglas Carmichael; billing partner: Francesca Morano; estimated fees: $2,800,000), and to execute such engagement letters and fee agreements as may be required in connection therewith;
(b) Ridgeline Capital Markets LLC, 383 Madison Avenue, 14th Floor, New York, New York 10179, as structuring agent, lead bookrunner, and sole placement agent for the offering and sale of the Notes, with placement fees as follows: 0.30% on the Class A Notes, 0.45% on the Class B Notes, and 0.60% on the Class C Notes, for aggregate placement fees of $1,672,500;
(c) Meridian Ledger LLP, 1301 Avenue of the Americas, New York, New York 10019, as independent auditors to provide an agreed-upon procedures letter and comfort letter in connection with the Transaction (engagement partner: Robert Falcone);
(d) Veristead Analytics LLC, 100 Summer Street, Suite 1500, Boston, Massachusetts 02110, as third-party verification agent for receivables pool stratification and tape reconciliation in connection with the Transaction (managing director: Katharine Drummond); and
(e) Such other advisors, agents, consultants, and service providers as the officers of the Corporation may deem necessary, advisable, or appropriate in connection with the Transaction.
3.6 Authorization of Offering Documents
The Board resolved that the officers of the Corporation are authorized and directed to approve and cause QRF 2022-1 to prepare, execute, and distribute a preliminary and final Offering Memorandum and such related investor materials as may be necessary or appropriate, including, without limitation, investor presentations, roadshow materials, term sheets, and computational materials, in connection with the offering and sale of the Notes pursuant to Rule 144A and Regulation S under the Securities Act. The officers of the Corporation are further authorized to make such representations and warranties on behalf of the Corporation and QRF 2022-1 as may be required in the Offering Memorandum and the Note Purchase Agreement.
3.7 Authorization of UCC Filings
The Board resolved that the officers of the Corporation are authorized and directed to cause to be filed with the Secretary of State of the State of Delaware such UCC-1 financing statements, amendments, and continuation statements under the Uniform Commercial Code as may be necessary or advisable to perfect the security interests and ownership interests granted and conveyed in connection with the Transaction at each level of the transfer chain, including, without limitation:
(a) a UCC-1 financing statement naming QPF as debtor and QRH as secured party, in connection with the sale and contribution of receivables from QPF to QRH pursuant to the Receivables Sale Agreement;
(b) a UCC-1 financing statement naming QRH as debtor and QRF 2022-1 as secured party, in connection with the transfer and conveyance of receivables from QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement; and
(c) a UCC-1 financing statement naming QRF 2022-1 as debtor and Calvoneth Trust Company, N.A. as secured party, in connection with the grant of a security interest in the trust estate from QRF 2022-1 to Calvoneth Trust Company, N.A. pursuant to the Indenture and the Grant of Security Interest (Pledge Agreement).
3.8 Risk Retention Compliance
The Board resolved that in connection with the Transaction, the Corporation, acting in its capacity as sponsor of the Transaction within the meaning of Regulation RR (17 C.F.R. Part 246), shall retain an eligible economic interest sufficient to comply with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203) and the implementing regulations promulgated thereunder by the applicable federal agencies, including, without limitation, through the retention by the Corporation (directly or through a majority-owned affiliate) of the Fifteen Million Dollar ($15,000,000) overcollateralization and retained interest described in Section 3.2 hereof. The officers of the Corporation are authorized and directed to take all actions and execute all documents necessary to evidence and maintain compliance with such risk retention requirements throughout the life of the Transaction.
3.9 General Authority
The Board resolved that each of the Authorized Signatories (as defined in Section 4 below) is authorized and empowered, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions, and to execute and deliver or cause to be executed and delivered any and all such further agreements, instruments, certificates, filings, notices, consents, and documents, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing Resolutions, the execution and delivery thereof by such officer to be conclusive evidence of such officer's determination that such action, agreement, instrument, certificate, filing, notice, consent, or document is necessary, advisable, or appropriate and of such officer's approval of the terms thereof.
The Board further resolved that all actions heretofore taken by any officer or director of the Corporation in connection with the Transaction and the matters contemplated by the foregoing Resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.
Section 4. Authorized Signatories
I hereby certify that the following persons are duly elected or appointed officers of the Corporation, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their names are their true, correct, and genuine signatures:
Each of the foregoing persons (each, an "Authorized Signatory" and collectively, the "Authorized Signatories") is hereby authorized, acting individually and without the joinder or consent of any other officer, director, or agent of the Corporation, to execute and deliver any and all Transaction Documents and any other documents, instruments, certificates, agreements, or filings on behalf of the Corporation in connection with the Transaction, and such execution and delivery shall be binding upon the Corporation.
Each Authorized Signatory is further authorized, acting individually, to designate in writing one or more additional officers, employees, or agents of the Corporation to execute specific documents, instruments, or certificates on behalf of the Corporation in connection with the Transaction, and any party relying on such designation shall be entitled to conclusively presume the authority of such designee without further inquiry.
Section 5. Good Standing and Existence
I hereby certify that:
(a) The Corporation is validly existing as a corporation in good standing under the laws of the State of Delaware, having been duly incorporated under the General Corporation Law of the State of Delaware, and has not been dissolved, merged, or consolidated into any other entity.
(b) No proceeding for the dissolution, liquidation, winding up, receivership, conservatorship, or reorganization of the Corporation has been instituted by or against the Corporation, and no such proceeding is pending or, to the best of my knowledge and belief after due inquiry, contemplated or threatened.
(c) The Corporation has full corporate power and authority under its Charter, its Bylaws, and the General Corporation Law of the State of Delaware to execute and deliver the Transaction Documents to which it is or will be a party, to perform its obligations thereunder, and to consummate the Transaction and the other transactions contemplated thereby.
Section 6. No Conflicts
I hereby certify that, to the best of my knowledge and belief after due inquiry and review, the execution, delivery, and performance by the Corporation of the Transaction Documents to which it is or will be a party, and the consummation of the Transaction and the other transactions contemplated thereby, will not:
(a) violate, conflict with, or result in a breach or default under any provision of the Certificate of Incorporation or Bylaws of the Corporation, as currently in effect;
(b) violate, conflict with, or result in a breach or default under any resolution heretofore adopted by the Board of Directors or by the shareholders of the Corporation;
(c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Corporation is a party or by which the Corporation or any of its properties or assets is bound; or
(d) violate or conflict with any applicable federal, state, or local law, statute, rule, regulation, ordinance, code, order, judgment, writ, injunction, decree, or other requirement of any court, arbitrator, or governmental authority having jurisdiction over the Corporation or any of its properties or assets.
Section 7. Incumbency Certification
I hereby certify that each of the officers named in Section 4 of this Certificate held the respective office set forth opposite his or her name as of the date hereof and on July 25, 2022, the date of the meeting of the Board of Directors at which the Resolutions were adopted. The signature specimens set forth in Section 4 above are the true and genuine signatures of each such officer, and each such officer was duly authorized to act in his or her official capacity on each such date.
Section 8. Governing Law
The Transaction Documents to be executed and delivered in connection with the Transaction are expected to be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. The Corporation is organized and existing under the laws of the State of Delaware, and the internal affairs of the Corporation, including the adoption of the Resolutions and the authority of the officers to act on behalf of the Corporation, are governed by the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Quorum Insurance Holdings Corp. as of July 27, 2022.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Nolan Whitford
Title: General Counsel and Secretary
[CORPORATE SEAL]
OFFICER'S CONFIRMATION
The undersigned, Marcus Devereaux, Chief Executive Officer of Quorum Insurance Holdings Corp., a Delaware corporation (the "Corporation"), hereby confirms that Nolan Whitford is the duly elected and acting General Counsel and Secretary of the Corporation as of the date hereof and on July 25, 2022, and that the signature appearing above on this Secretary's Certificate is the true and genuine signature of Nolan Whitford. The undersigned further confirms that Nolan Whitford is authorized to execute and deliver this Secretary's Certificate on behalf of the Corporation.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Marcus Devereaux
Title: Chief Executive Officer
Date: July 27, 2022
EXHIBIT A
Certificate of Incorporation of Quorum Insurance Holdings Corp. as amended through the date hereof
Certificate of Incorporation of Quorum Insurance Holdings Corp., as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of designation, certificates of correction, and certificates of merger filed with respect thereto through and including July 27, 2022.
[Attached hereto]
EXHIBIT B
Bylaws of Quorum Insurance Holdings Corp. as amended and in effect as of July 27, 2022
Bylaws of Quorum Insurance Holdings Corp., as amended and restated, in effect as of July 27, 2022.
[Attached hereto]
EXHIBIT C
Resolutions of the Board of Directors of Quorum Insurance Holdings Corp. Adopted at a Duly Convened Meeting Held on July 25, 2022
The following resolutions were duly adopted by the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Corporation"), at a meeting of the Board duly called and held on July 25, 2022 at the Corporation's principal offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901. A quorum of the Board was present throughout the meeting, and the following resolutions were adopted by the unanimous vote of the directors present:
Asset-Backed Securities Transaction — Authorization Resolutions
WHEREAS, the Corporation, through its wholly owned subsidiary Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), originates insurance premium finance receivables in the ordinary course of its business; and
WHEREAS, the Board has determined that it is in the best interests of the Corporation and its stockholders for the Corporation to act as sponsor of an asset-backed securities transaction (the "Transaction") involving the securitization of a revolving pool of such insurance premium finance receivables; and
WHEREAS, the Board has reviewed and considered the terms, structure, economics, and risks of the proposed Transaction, including the presentations and materials provided by management and the Corporation's financial advisors, and has determined that the Transaction is advisable, fair to, and in the best interests of the Corporation and its stockholders;
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation is hereby authorized to act as sponsor of the Transaction involving the issuance of up to Five Hundred Million Dollars ($500,000,000) in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity, such Notes to be backed by a revolving pool of insurance premium finance receivables originated by QPF; and it is further
RESOLVED, that the Notes shall be offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder; and it is further
RESOLVED, that the capital structure of the Transaction shall consist of the following:
(i) Class A Notes in an aggregate principal amount of Three Hundred Seventy-Five Million Dollars ($375,000,000), representing 75.0% of the total issuance;
(ii) Class B Notes in an aggregate principal amount of Seventy-Five Million Dollars ($75,000,000), representing 15.0% of the total issuance;
(iii) Class C Notes in an aggregate principal amount of Thirty-Five Million Dollars ($35,000,000), representing 7.0% of the total issuance; and
(iv) Overcollateralization and retained interest in an amount of Fifteen Million Dollars ($15,000,000), representing 3.0% of the total issuance;
and it is further
RESOLVED, that the officers of the Corporation are authorized and directed to seek preliminary and final credit ratings from one or more nationally recognized statistical rating organizations with respect to the Notes, including, without limitation, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and to execute and deliver such engagement letters, representations, and other documents as may be required in connection therewith; and it is further
RESOLVED, that the officers of the Corporation are authorized and directed to cause the formation of the following Delaware limited liability companies in order to effectuate the Transaction:
(i) Quorum Receivables Holding LLC ("QRH"), to serve as an intermediate bankruptcy-remote special purpose entity and depositor, to be organized as a wholly owned subsidiary of QPF; and
(ii) Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), to serve as the issuer of the Notes and as a bankruptcy-remote special purpose entity, to be organized as a wholly owned subsidiary of QRH;
and the officers are further authorized and directed to engage Fortbridge Corporate Services LLC to provide independent managers for each of QRH and QRF 2022-1, specifically Eleanor M. Vasquez as independent manager of QRH and Timothy R. Callan as independent manager of QRF 2022-1, and to engage Ashgrove Services Inc. as registered agent for each of QRH and QRF 2022-1 at 28 Liberty Street, New York, New York 10005; and it is further
RESOLVED, that the officers of the Corporation are authorized and directed, on behalf of the Corporation, to negotiate, execute, and deliver the following transaction documents (collectively, the "Transaction Documents"), in each case in such form as the executing officer shall approve, such approval to be conclusively evidenced by such officer's execution thereof:
(a) Indenture, by and between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A., as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian, with its corporate trust office at 600 Travis Street, Suite 5800, Houston, Texas 77002;
(b) Receivables Sale Agreement, by and between QPF, as Seller, and QRH, as Purchaser;
(c) Receivables Transfer Agreement, by and between QRH, as Transferor, and QRF 2022-1, as Transferee;
(d) Servicing Agreement, by and among QRF 2022-1, QPF, as Servicer, and Calvoneth Trust Company, N.A., as Trustee;
(e) Back-Up Servicing Agreement, by and among QRF 2022-1, QPF, Northvane Bank, N.A., as Back-Up Servicer, and Calvoneth Trust Company, N.A.;
(f) Administration Agreement, by and between QRF 2022-1, as Issuer, and the Corporation, as Administrator;
(g) Note Purchase Agreement, by and among QRF 2022-1, as Issuer, the Corporation, as Sponsor, and Ridgeline Capital Markets LLC, as Initial Purchaser, Structuring Agent, and Lead Bookrunner, with offices at 383 Madison Avenue, 14th Floor, New York, New York 10179;
(h) Liquidity Facility Agreement, by and between QRF 2022-1, as Borrower, and Northvane Bank, N.A., as Lender, providing for a liquidity facility of up to Twenty-Five Million Dollars ($25,000,000), with offices at 200 Vesey Street, New York, New York 10281;
(i) Account Control Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Securities Intermediary;
(j) Custodian Agreement, by and between QRF 2022-1 and Calvoneth Trust Company, N.A., as Custodian;
(k) Grant of Security Interest (Pledge Agreement), from QRF 2022-1 to Calvoneth Trust Company, N.A., as Trustee;
(l) Performance Guaranty, by the Corporation, in favor of Calvoneth Trust Company, N.A., as Trustee; and
(m) Such other agreements, instruments, certificates, and documents as may be necessary or advisable in connection with the Transaction;
and it is further
RESOLVED, that the officers of the Corporation are authorized and directed to engage the following advisors and service providers in connection with the Transaction:
(a) Calderwood & Harkness LLP, 601 Lexington Avenue, New York, New York 10022, as issuer's counsel (responsible partner: Douglas Carmichael; billing partner: Francesca Morano; estimated fees: $2,800,000);
(b) Ridgeline Capital Markets LLC, as structuring agent, lead bookrunner, and sole placement agent (placement fees: 0.30% on Class A Notes, 0.45% on Class B Notes, 0.60% on Class C Notes; aggregate placement fees: $1,672,500);
(c) Meridian Ledger LLP, 1301 Avenue of the Americas, New York, New York 10019, as independent auditors to provide agreed-upon procedures letter and comfort letter (engagement partner: Robert Falcone);
(d) Veristead Analytics LLC, 100 Summer Street, Suite 1500, Boston, Massachusetts 02110, as third-party verification agent for receivables pool stratification and tape reconciliation (managing director: Katharine Drummond); and
(e) Such other advisors and agents as the officers may deem necessary or advisable;
and it is further
RESOLVED, that the officers of the Corporation are authorized and directed to approve and cause QRF 2022-1 to prepare, execute, and distribute a preliminary and final Offering Memorandum and related investor materials, including investor presentations and roadshow materials, in connection with the offering and sale of the Notes pursuant to Rule 144A and Regulation S under the Securities Act; and it is further
RESOLVED, that the officers of the Corporation are authorized and directed to cause to be filed with the Secretary of State of the State of Delaware such UCC-1 financing statements, amendments, and continuation statements as may be necessary to perfect the security interests and ownership interests granted in connection with the Transaction at each level of the transfer chain, including from QPF to QRH, from QRH to QRF 2022-1, and from QRF 2022-1 to Calvoneth Trust Company, N.A.; and it is further
RESOLVED, that in connection with the Transaction, the Corporation, as sponsor, shall retain an economic interest sufficient to comply with the credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations thereunder, including through the Fifteen Million Dollar ($15,000,000) overcollateralization and retained interest; and it is further
RESOLVED, that each of the following officers of the Corporation (each, an "Authorized Signatory"):
•  Marcus Devereaux, Chief Executive Officer
•  Priya Raghavan, Chief Financial Officer
•  Nolan Whitford, General Counsel and Secretary
•  Sandra Ling-Hwang, Treasurer
is authorized and empowered, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions and to execute and deliver any and all such further agreements, instruments, certificates, filings, and documents as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, the execution and delivery thereof by such officer to be conclusive evidence of such officer's approval thereof; and it is further
RESOLVED, that all actions heretofore taken by any officer or director of the Corporation in connection with the Transaction and the matters contemplated by the foregoing resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Corporation.
The foregoing is a true, correct, and complete copy of the resolutions adopted by the Board of Directors of Quorum Insurance Holdings Corp. at its meeting held on July 25, 2022, as recorded in the minutes of such meeting.
Class | Aggregate Principal Amount | Percentage of Total Issuance
Class A Notes | $375,000,000 | 75.0%
Class B Notes | $75,000,000 | 15.0%
Class C Notes | $35,000,000 | 7.0%
Overcollateralization / Retained Interest | $15,000,000 | 3.0%
Total | $500,000,000 | 100.0%
Name | Title | Signature
Marcus Devereaux | Chief Executive Officer | ________
Priya Raghavan | Chief Financial Officer | ________
Nolan Whitford | General Counsel and Secretary | ________
Sandra Ling-Hwang | Treasurer | ________

SECRETARY'S CERTIFICATE OF QUORUM INSURANCE HOLDINGS CORP.

QUORUM INSURANCE HOLDINGS CORP.

OFFICER'S CONFIRMATION

QUORUM INSURANCE HOLDINGS CORP.

EXHIBIT A

EXHIBIT B

EXHIBIT C

NOW, THEREFORE, BE IT:

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Dates

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