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ADMINISTRATION AGREEMENT

Execution Draft v2

dated as of October 12, 2022

between

QUORUM RECEIVABLES FUNDING 2022-1 LLC a Delaware limited liability company (as the "Issuer")

and

QUORUM INSURANCE HOLDINGS CORP. a Delaware corporation (as the "Administrator")

in connection with the issuance of

$500,000,000 ASSET-BACKED NOTES

consisting of

$375,000,000 Class A Notes $75,000,000 Class B Notes $35,000,000 Class C Notes

Calderwood & Harkness LLP Matter No. 1025-00007

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ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT (this "Agreement"), dated as of October 12, 2022, is entered into between QUORUM RECEIVABLES FUNDING 2022-1 LLC, a Delaware limited liability company (the "Issuer"), and QUORUM INSURANCE HOLDINGS CORP., a Delaware corporation (the "Administrator").

RECITALS

A. The Issuer, Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), is a Delaware limited liability company formed on August 3, 2022 (Delaware Secretary of State File No. 7894231), organized as a bankruptcy-remote special purpose entity for the sole purpose of acquiring and holding insurance premium finance receivables originated by Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), and issuing notes backed by such receivables. The Issuer was formed pursuant to that certain Certificate of Formation filed with the Delaware Secretary of State on August 3, 2022 and is governed by that certain Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022 (the "LLC Agreement").

B. The Issuer's sole member is Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (Delaware Secretary of State File No. 7894228), which serves as an intermediate bankruptcy-remote special purpose vehicle and depositor in the securitization structure. QRH is in turn wholly owned by QPF, which originates the insurance premium finance receivables that constitute the assets of the Issuer. QPF is a wholly owned subsidiary of the Administrator. The organizational structure accordingly runs from the Administrator, through QPF and QRH, to the Issuer, with each entity maintaining its bankruptcy-remote separateness as required by the Transaction Documents and applicable rating agency criteria.

C. The Issuer has entered into that certain Indenture, dated as of the Closing Date (as defined below) (the "Indenture"), between the Issuer and Calvoneth Trust Company, National Association, a national banking association organized under the laws of the United States, acting in its capacities as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian (in such capacities, the "Trustee"), pursuant to which the Issuer will issue: (i) $375,000,000 aggregate principal amount of Class A Asset-Backed Notes (rated AAA(cr) by Brindoval Ratings Inc. and Aaa(p) by Pinnacle Rating Services LLC); (ii) $75,000,000 aggregate principal amount of Class B Asset-Backed Notes (rated A(cr) by Brindoval Ratings Inc. and A1(p) by Pinnacle Rating Services LLC); and (iii) $35,000,000 aggregate principal amount of Class C Asset-Backed Notes (rated BBB(cr) by Brindoval Ratings Inc. and Baa2(p) by Pinnacle Rating Services LLC), in each case secured by and payable solely from the insurance premium finance receivables acquired by the Issuer and related collections and other credit enhancements described in the Indenture.

D. The Issuer, as a bankruptcy-remote special purpose entity with no employees, no independent operations, and limited capacity to act on its own behalf, requires the services of an administrator to perform, on behalf of and in the name of the Issuer, certain administrative duties that the Issuer would otherwise be required to perform under the Indenture, the Servicing Agreement, the Note Purchase Agreement, and the other Transaction Documents (each as defined herein). The appointment of an administrator is a condition to the closing of the transactions contemplated by the Transaction Documents and is consistent with customary structuring practices for asset-backed securities transactions.

E. The Administrator, Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation headquartered at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, and publicly traded on the New York Stock Exchange under the ticker symbol "QIHC," possesses the experience, resources, personnel, and infrastructure necessary to act as administrator of the Issuer and desires to act as administrator of the Issuer and to perform such administrative duties on the terms and conditions set forth herein.

F. In connection with the foregoing, the Issuer, the Administrator (in its capacity as Sponsor), and Ridgeline Capital Markets LLC (as Initial Purchaser) have entered into that certain Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Notes will be offered and sold in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in reliance on Regulation S under the Securities Act.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

"Account Control Agreement" means that certain Account Control Agreement, dated as of the Closing Date, among the Issuer, the Trustee, and Calvoneth Trust Company, National Association, in its capacity as securities intermediary, pursuant to which the Trustee has been granted "control" (within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York) over the deposit accounts and securities accounts maintained for the benefit of the Issuer in connection with the transactions contemplated by the Transaction Documents.

"Administration Fee" means the fee payable to the Administrator as compensation for the performance of its duties hereunder, as specified in Section 3.01 of this Agreement.

"Administrator" means Quorum Insurance Holdings Corp., a Delaware corporation (employer identification number 82-4391067), in its capacity as administrator under this Agreement, and its successors and permitted assigns in such capacity.

"Administrator Default" has the meaning assigned to such term in Section 6.01 of this Agreement.

"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

"Agreement" means this Administration Agreement, as it may be amended, supplemented, or modified from time to time in accordance with the terms hereof.

"Amortization Period" means the twelve (12) month period immediately following the end of the Revolving Period, during which collections on the Receivables are applied to the repayment of principal of the Notes in accordance with the sequential payment waterfall set forth in the Indenture, subject to earlier commencement upon the occurrence of an Early Amortization Event.

"Back-Up Servicer" means Northvane Bank, National Association, a national banking association organized under the laws of the United States, having its principal office at 200 Vesey Street, New York, New York 10281, in its capacity as back-up servicer under the Back-Up Servicing Agreement, and its successors and assigns in such capacity.

"Back-Up Servicing Agreement" means that certain Back-Up Servicing Agreement, dated as of the Closing Date, among the Issuer, QPF (as Servicer), Northvane Bank, National Association (as Back-Up Servicer), and Calvoneth Trust Company, National Association (as Trustee), as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"Business Day" means any day other than (a) a Saturday, (b) a Sunday, or (c) a day on which banking institutions in New York, New York, Houston, Texas, or Stamford, Connecticut are authorized or required by law, regulation, or executive order to close.

"Class A Notes" means the $375,000,000 aggregate principal amount (representing 75.0% of the total issuance) of Class A Asset-Backed Notes issued by the Issuer pursuant to the Indenture, bearing preliminary CUSIP number 74892TAA3.

"Class B Notes" means the $75,000,000 aggregate principal amount (representing 15.0% of the total issuance) of Class B Asset-Backed Notes issued by the Issuer pursuant to the Indenture, bearing preliminary CUSIP number 74892TAB1.

"Class C Notes" means the $35,000,000 aggregate principal amount (representing 7.0% of the total issuance) of Class C Asset-Backed Notes issued by the Issuer pursuant to the Indenture, bearing preliminary CUSIP number 74892TAC9.

"Closing Date" means the date on which the Notes are issued and the initial Receivables are transferred to the Issuer pursuant to the Receivables Transfer Agreement, as specified in the Note Purchase Agreement.

"Collection Account" has the meaning assigned to such term in the Indenture.

"Controlling Class" has the meaning assigned to such term in the Indenture.

"Custodian Agreement" means that certain Custodian Agreement, dated as of the Closing Date, between the Issuer and Calvoneth Trust Company, National Association, in its capacity as custodian, pursuant to which the Trustee holds physical or electronic custody of the receivable files on behalf of the Issuer and the secured parties under the Indenture, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"Cut-Off Date" means June 30, 2022.

"Early Amortization Event" has the meaning assigned to such term in the Indenture, which includes, without limitation, the occurrence of any of the following: (i) the three-month rolling average net loss rate on the Receivables exceeds 2.00%; (ii) the sixty (60) or more day delinquency rate on the Receivables exceeds 3.50%; (iii) an available funds cap deficit exists for two (2) consecutive collection periods; (iv) a Servicer Default occurs under the Servicing Agreement or the credit rating assigned to the Servicer by either Rating Agency is downgraded below BB(cr) (Brindoval Ratings Inc.) or Ba2(p) (Pinnacle Rating Services LLC); or (v) the aggregate outstanding pool balance of Eligible Receivables falls below $450,000,000 during the Revolving Period.

"Eligible Receivable" has the meaning assigned to such term in the Receivables Sale Agreement and the Indenture.

"Grant of Security Interest" means that certain Pledge Agreement, dated as of the Closing Date, from the Issuer to Calvoneth Trust Company, National Association, as Trustee, pursuant to which the Issuer has granted to the Trustee, for the benefit of the secured parties, a first-priority perfected security interest in substantially all of the Issuer's assets, including the Receivables, collections thereon, and all related property.

"Indenture" means that certain Indenture, dated as of the Closing Date, between the Issuer and Calvoneth Trust Company, National Association, as Trustee, paying agent, calculation agent, securities intermediary, and custodian, as such Indenture may be amended, supplemented, or modified from time to time in accordance with its terms.

"Independent Manager" means Timothy R. Callan, an individual appointed by Fortbridge Corporate Services LLC, 1209 Orange Street, Wilmington, Delaware 19801, to serve as the independent manager of the Issuer pursuant to the LLC Agreement and the Independent Manager Agreement, whose affirmative consent is required for certain actions of the Issuer, including the filing of any voluntary petition for bankruptcy, insolvency, or reorganization.

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

"Issuer" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (employer identification number 88-1247653), and its successors and permitted assigns.

"Legal Final Maturity Date" means the date that is forty-two (42) months after the Closing Date, on which all outstanding principal and accrued interest on the Notes must be paid in full, failing which an event of default under the Indenture shall occur.

"Liquidity Facility Agreement" means that certain Liquidity Facility Agreement, dated as of the Closing Date, between the Issuer and Northvane Bank, National Association, pursuant to which Northvane Bank, National Association has made available to the Issuer a liquidity facility in an aggregate amount of $25,000,000, on the terms and subject to the conditions set forth therein, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"LLC Agreement" means the Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022, as the same may be amended, supplemented, or restated from time to time in accordance with its terms and the requirements of the Indenture.

"Note Purchase Agreement" means that certain Note Purchase Agreement, dated as of the date hereof, among the Issuer, Quorum Insurance Holdings Corp. (as Sponsor), and Ridgeline Capital Markets LLC (as Initial Purchaser), pursuant to which the Notes are offered and sold in a private placement in reliance on Rule 144A under the Securities Act and Regulation S under the Securities Act, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"Noteholders" means the holders from time to time of the Notes, as shown on the register maintained by or on behalf of the Trustee.

"Notes" means, collectively, the Class A Notes, the Class B Notes, and the Class C Notes issued by the Issuer pursuant to the Indenture.

"Officer's Certificate" means a certificate signed by an authorized officer of the relevant entity, in his or her capacity as such, and delivered in accordance with the requirements of the applicable Transaction Document. With respect to certificates delivered by or on behalf of the Administrator or the Issuer, the authorized officers are those individuals listed on Exhibit C hereto.

"Overcollateralization Amount" means $15,000,000, representing 3.0% of the aggregate initial principal amount of the Notes, which is required to be maintained as a form of credit enhancement in accordance with the Indenture.

"Payment Date" has the meaning assigned to such term in the Indenture.

"Performance Guaranty" means that certain Performance Guaranty, dated as of the Closing Date, executed by QIH in favor of Calvoneth Trust Company, National Association, as Trustee, for the benefit of the secured parties, guaranteeing certain obligations of QPF (as Servicer) and the Administrator under the Transaction Documents, as such guaranty may be amended, supplemented, or modified from time to time in accordance with its terms.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity of whatever nature.

"QPF" means Quorum Premium Finance LLC, a Delaware limited liability company, in its individual capacity and, where the context requires, in its capacity as originator and seller of the Receivables and as Servicer under the Servicing Agreement.

"QRH" means Quorum Receivables Holding LLC, a Delaware limited liability company (Delaware Secretary of State File No. 7894228), in its capacity as intermediate depositor and sole member of the Issuer.

"Rating Agencies" means, collectively, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and "Rating Agency" means either of them.

"Receivables" means the insurance premium finance receivables originated by QPF in the ordinary course of its business and acquired by the Issuer (through QRH as intermediate depositor) pursuant to the Receivables Sale Agreement and the Receivables Transfer Agreement, together with all related rights, including the right to receive all scheduled payments of principal and finance charges thereon.

"Receivables Sale Agreement" means that certain Receivables Sale Agreement, dated as of the Closing Date, between QPF (as Seller) and QRH (as Purchaser), pursuant to which QPF sells and transfers Eligible Receivables to QRH, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"Receivables Transfer Agreement" means that certain Receivables Transfer Agreement, dated as of the Closing Date, between QRH (as Transferor) and the Issuer (as Transferee), pursuant to which QRH transfers and conveys Eligible Receivables to the Issuer, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"Registered Agent" means Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, in its capacity as the registered agent for service of process of the Issuer in the State of New York, or any successor registered agent duly appointed in accordance with applicable law.

"Revolving Period" means the twenty-four (24) month period commencing on the Closing Date, during which collections on the Receivables may be used by the Issuer to acquire additional Eligible Receivables from QRH pursuant to the Receivables Transfer Agreement, subject to the terms and conditions of the Indenture.

"Servicer" means Quorum Premium Finance LLC (employer identification number 84-2653198), in its capacity as servicer under the Servicing Agreement, and its successors and assigns in such capacity.

"Servicing Agreement" means that certain Servicing Agreement, dated as of the Closing Date, among the Issuer, QPF (as Servicer), and Calvoneth Trust Company, National Association (as Trustee), governing the servicing, administration, and collection of the Receivables, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.

"Servicing Fee" means the fee payable to the Servicer under the Servicing Agreement in an amount equal to 1.00% per annum of the outstanding pool balance, calculated and payable in accordance with the Servicing Agreement and the sequential payment waterfall under the Indenture.

"Transaction Documents" means, collectively, the Indenture, the Receivables Sale Agreement, the Receivables Transfer Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Note Purchase Agreement, the Liquidity Facility Agreement, the Account Control Agreement, the Custodian Agreement, the Grant of Security Interest, the Performance Guaranty, this Agreement, the LLC Agreement, and each other document, instrument, or agreement executed and delivered in connection with the transactions contemplated hereby and thereby, in each case as amended, supplemented, restated, or modified from time to time in accordance with the respective terms thereof.

"Trustee" means Calvoneth Trust Company, National Association, a national banking association, acting through its Corporate Trust Office located at 600 Travis Street, Suite 5800, Houston, Texas 77002, in its capacities as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian under the Indenture and the other Transaction Documents, and its successors and assigns in such capacities.

"Verification Agent" means Veristead Analytics LLC, a Delaware limited liability company, with its principal office at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110, in its capacity as independent verification agent retained by the Issuer in connection with the transaction to perform agreed-upon verification procedures with respect to the Receivables.

Section 1.02 — Rules of Construction

Unless the context otherwise requires:

(a) References in this Agreement to any agreement, instrument, or document shall be deemed to include references to such agreement, instrument, or document as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms and, where applicable, the terms of the Indenture.

(b) Words importing the singular number shall include the plural number and vice versa, and words importing one gender shall include the other genders.

(c) The headings, table of contents, and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement.

(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(e) References to "Sections," "Articles," "Exhibits," and "Schedules" shall be to Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified.

(f) References to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof.

(g) The terms "party" and "parties" shall refer to the Issuer and the Administrator, as the case may be.

(h) This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, as more fully set forth in Section 8.04.

(i) Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

(j) Unless otherwise specified, references to any statute, law, or regulation shall include any amendments thereto and any successor provisions.

Section 1.03 — Incorporation by Reference

Terms defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. In the event of any conflict between a definition set forth herein and a definition of the same term set forth in the Indenture, the definition set forth in the Indenture shall control for purposes of interpreting obligations that are also governed by the Indenture, and the definition set forth herein shall control for purposes of interpreting obligations that are solely governed by this Agreement.

ARTICLE II — APPOINTMENT AND DUTIES OF ADMINISTRATOR

Section 2.01 — Appointment

(a) The Issuer hereby appoints QIH as Administrator of the Issuer, and QIH hereby accepts such appointment and agrees to perform the duties of the Administrator as set forth herein, effective as of the Closing Date. The appointment of QIH as Administrator shall continue in full force and effect until the termination of this Agreement in accordance with Section 6.05 or the earlier termination of the Administrator's appointment in accordance with Section 6.02 or Section 6.03.

(b) The Administrator shall act solely in the capacity of an independent contractor and not as an agent, employee, or fiduciary of the Issuer, except to the extent expressly provided herein or to the extent that the Administrator is expressly authorized to act in the name and on behalf of the Issuer in connection with the performance of its duties under this Agreement and the Transaction Documents. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Administrator and the Issuer, except as expressly set forth herein.

(c) The parties acknowledge and agree that the Issuer has no employees, no independent operational capacity, and no office facilities separate from those provided by or through the Administrator. The Issuer is entirely dependent upon the Administrator for the performance of its day-to-day administrative obligations under the Transaction Documents. The appointment of the Administrator is a fundamental element of the securitization structure and is a condition to the issuance and sale of the Notes.

Section 2.02 — Duties of the Administrator

The Administrator shall perform the following duties on behalf of and, where applicable, in the name of the Issuer:

(a) Execution of Documents. The Administrator shall execute, deliver, and file, in the name and on behalf of the Issuer, all documents, certificates, reports, instruments, and notices required to be delivered by the Issuer under any Transaction Document, including Officer's Certificates, compliance certificates, closing certificates, direction letters, and any other instruments that the Issuer is obligated to deliver pursuant to the terms of the Indenture, the Servicing Agreement, the Note Purchase Agreement, or any other Transaction Document. The Administrator shall ensure that all such documents are executed by authorized officers listed on Exhibit C hereto and are delivered within the time periods specified in the applicable Transaction Document.

(b) Regulatory Filings and Compliance. The Administrator shall prepare and file, or cause to be prepared and filed, all filings, registrations, reports, and returns with any governmental authority required by applicable law or by the Transaction Documents with respect to the Issuer, including without limitation: (i) any required filings with the Delaware Secretary of State, including Uniform Commercial Code financing statement amendments, continuation statements, and annual reports for the Issuer (Delaware Secretary of State File No. 7894231); (ii) any filings required under state securities or "blue sky" laws; (iii) any filings required under the Securities Exchange Act of 1934, as amended, to the extent applicable; and (iv) any other filings required by federal, state, or local law or regulation with respect to the Issuer's activities.

(c) Reporting and Notices. The Administrator shall prepare and deliver, or cause to be prepared and delivered, to the Trustee, the Noteholders, the Rating Agencies (Brindoval Ratings Inc. and Pinnacle Rating Services LLC), the Servicer, the Back-Up Servicer, and any other Person entitled thereto under the Transaction Documents, all reports, certificates, notices, and other communications required to be delivered by the Issuer under the Transaction Documents, including without limitation: (i) monthly servicer reports and distribution date statements; (ii) annual compliance certificates; (iii) notices of any Early Amortization Event, potential Early Amortization Event, or event of default under any Transaction Document; (iv) notices of any material modification or amendment to any Transaction Document; (v) any notices required to be given by the Issuer in connection with the redemption, defeasance, or acceleration of any Notes; and (vi) such other reports and notices as may be reasonably required by the Trustee or the Rating Agencies from time to time.

(d) Payment Directions. The Administrator shall give all payment instructions, investment directions, account instructions, and funds transfer directions on behalf of the Issuer to the Trustee (in its various capacities as paying agent, calculation agent, and securities intermediary) under the Account Control Agreement and under the Indenture, in each case consistent with the sequential payment waterfall and priority of payments set forth in the Indenture. The Administrator shall review and confirm the accuracy of all distribution calculations prepared by the Trustee prior to each Payment Date and shall promptly notify the Trustee of any discrepancies.

(e) Tax Matters. The Administrator shall prepare or cause to be prepared, and file or cause to be filed, all federal, state, and local tax returns, reports, and informational filings required with respect to the Issuer (Quorum Receivables Funding 2022-1 LLC, employer identification number 88-1247653), including any returns required under the Internal Revenue Code of 1986, as amended, consistent with the characterization of the Issuer as a disregarded entity for United States federal income tax purposes and the treatment of the Notes as indebtedness of the Issuer (and not as equity interests in or partnership interests of the Issuer). The Administrator shall ensure that all tax positions taken with respect to the Issuer are consistent with the opinions delivered by Calderwood & Harkness LLP on the Closing Date and with the tax provisions of the Indenture.

(f) Books and Records. The Administrator shall maintain or cause to be maintained the books and records of the Issuer in accordance with (i) the separateness covenants set forth in the LLC Agreement; (ii) the requirements of the Indenture; and (iii) generally accepted accounting principles as applied to special purpose entities of the type and nature of the Issuer. The Administrator shall ensure that the books and records of the Issuer are maintained separately from those of the Administrator, QPF, QRH, and any other Affiliate, and that the Issuer is at all times held out to the public and to creditors as a legal entity separate and distinct from the Administrator and its Affiliates.

(g) Rating Agency Interaction. The Administrator shall coordinate with Brindoval Ratings Inc. (Engagement No. CR-SF-2022-08812; lead analyst: Andrew Petrosian) and Pinnacle Rating Services LLC (Engagement No. PRS-2022-ABS-3347; lead analyst: Monica Sung) on behalf of the Issuer, including: (i) providing information reasonably requested by the Rating Agencies for ongoing surveillance purposes; (ii) responding to inquiries from rating agency analysts; (iii) providing notice of any material events affecting the Receivables pool, the Issuer, or any Transaction Document; (iv) arranging and participating in annual or periodic surveillance calls or meetings; and (v) ensuring that all required rating agency confirmations are obtained in connection with any proposed amendment, waiver, or modification of a Transaction Document.

(h) Liquidity Facility Management. The Administrator shall administer the Issuer's rights and obligations under the Liquidity Facility Agreement with Northvane Bank, National Association, including: (i) delivering draw requests to Northvane Bank, National Association when applicable and in accordance with the conditions to drawing set forth in the Liquidity Facility Agreement; (ii) monitoring compliance with the draw conditions and eligibility criteria specified therein; (iii) ensuring timely repayment of any drawn amounts in accordance with the repayment provisions of the Liquidity Facility Agreement and the priority of payments under the Indenture; and (iv) providing all notices, certificates, and other deliverables required to be furnished by the Issuer to Northvane Bank, National Association under the Liquidity Facility Agreement.

(i) Cash Management. The Administrator shall direct and oversee the investment of funds held in the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, each as maintained by the Trustee, in accordance with the permitted investment criteria set forth in the Indenture. The Administrator shall select and direct investments that comply with the maturity, credit quality, and liquidity requirements specified in the Indenture and shall monitor the performance of such investments on an ongoing basis.

(j) Custody Coordination. The Administrator shall coordinate with the Trustee in its capacity as custodian under the Custodian Agreement regarding the safekeeping, release, retrieval, and return of receivable files, including ensuring that all receivable files are delivered to the custodian in a timely manner and in conformity with the requirements of the Custodian Agreement and the Indenture, and directing the release of receivable files to the Servicer as necessary for collection and enforcement activities.

(k) Cooperation with Back-Up Servicer. The Administrator shall cooperate with Northvane Bank, National Association, in its capacity as back-up servicer under the Back-Up Servicing Agreement, in connection with: (i) periodic and ongoing data transfers of loan-level and pool-level information; (ii) warm standby obligations, including ensuring that the Back-Up Servicer maintains familiarity with the Servicer's systems, processes, and procedures; (iii) any transition of servicing responsibilities in the event of a Servicer Default or Servicer termination under the Servicing Agreement; and (iv) any testing or simulation exercises required by the Back-Up Servicing Agreement or reasonably requested by the Trustee or the Rating Agencies.

(l) Legal Proceedings. The Administrator shall engage legal counsel and direct, manage, and coordinate any litigation, arbitration, administrative proceedings, or other legal proceedings commenced by or against the Issuer, including any proceedings relating to the enforcement of the Receivables, the defense of claims against the Issuer, or the protection of the Issuer's interests under the Transaction Documents. To the extent required by the Indenture, the Administrator shall obtain the prior consent of the Trustee (acting at the direction of the requisite Noteholders, as specified in the Indenture) before commencing, settling, or compromising any material legal proceeding on behalf of the Issuer.

(m) Amendments and Waivers. The Administrator shall negotiate, execute, and deliver, in the name and on behalf of the Issuer, amendments, waivers, consents, supplements, and modifications to the Transaction Documents, subject to: (i) any limitations on the Issuer's ability to enter into amendments or waivers as set forth in the Indenture or any other Transaction Document; (ii) the requirement of Trustee and/or Noteholder consent where applicable under the Indenture; and (iii) the requirement of Rating Agency confirmation where applicable. The Administrator shall ensure that copies of all executed amendments, waivers, consents, and supplements are promptly delivered to the Trustee and the Rating Agencies.

(n) Other Duties. The Administrator shall perform such other duties, tasks, and functions of an administrative nature as the Issuer may be required to perform under any Transaction Document, or as may be reasonably requested by the Trustee in connection with the Trustee's duties under the Indenture, in each case to the extent such duties are consistent with the Administrator's role as administrator hereunder and do not conflict with the duties or responsibilities of any other party under the Transaction Documents.

Section 2.03 — Standard of Care

(a) The Administrator shall perform its duties hereunder with the same degree of skill, attention, and care that it exercises in the conduct of its own affairs and with the degree of skill and care customarily exercised by experienced administrators performing similar administrative duties in connection with asset-backed securities transactions of a type and nature similar to the transactions contemplated by the Transaction Documents.

(b) The Administrator shall comply with all applicable federal, state, and local laws, rules, regulations, orders, and directives in performing its duties hereunder, including all applicable securities laws, tax laws, and regulations governing the activities of the Issuer and the administration of the Receivables pool.

(c) In performing its duties hereunder, the Administrator shall act in good faith and shall not take any action that the Administrator knows or reasonably should know would be detrimental to the interests of the Noteholders or inconsistent with the terms of the Transaction Documents.

Section 2.04 — Sub-Delegation

(a) The Administrator may delegate or subcontract any of its duties hereunder to any Affiliate of the Administrator, including QPF and QRH, provided that: (i) the Administrator shall remain primarily liable for the performance of all duties delegated or subcontracted hereunder, and any such delegation or subcontracting shall not relieve the Administrator of any of its obligations hereunder; (ii) the Administrator shall give prior written notice to the Trustee and each Rating Agency of any such delegation or subcontracting, identifying the delegate, the duties delegated, and the effective date of such delegation; (iii) no such delegation or subcontracting shall result in any downgrade or withdrawal of any rating on the Notes, as confirmed in writing by each Rating Agency; and (iv) the Administrator shall be responsible for the acts and omissions of any such delegate to the same extent as if such acts or omissions were those of the Administrator itself.

(b) The Administrator may retain third-party professionals, including legal counsel, accountants, tax advisors, consultants, and other service providers, to assist in the performance of its duties hereunder. The reasonable fees and documented out-of-pocket expenses of such third-party professionals shall be reimbursable as Issuer expenses in accordance with Section 3.02, subject to the priority of payments set forth in the Indenture.

Section 2.05 — Limitations on Authority

The Administrator shall not take any action on behalf of the Issuer that would:

(a) cause the Issuer to fail to comply with any separateness covenant or special purpose entity requirement set forth in the LLC Agreement or the Indenture, including without limitation the covenants regarding maintenance of separate existence, separate books and records, separate bank accounts, separate stationery, and arm's-length transactions;

(b) cause the Issuer to commence any voluntary case or proceeding under any bankruptcy, insolvency, reorganization, receivership, moratorium, assignment for the benefit of creditors, or similar law affecting creditors' rights, or to consent to the entry of an order for relief in any involuntary case, without the prior unanimous written consent of all members of the Issuer, including the affirmative vote of the Independent Manager (Timothy R. Callan, appointed by Fortbridge Corporate Services LLC), as required by the LLC Agreement;

(c) cause the Issuer to engage in any business, activity, or transaction other than those expressly permitted by the Issuer's LLC Agreement and the Indenture, including acquiring any assets other than Eligible Receivables and related property as contemplated by the Transaction Documents;

(d) result in a breach of, or default under, any Transaction Document or any other agreement or instrument to which the Issuer is a party or by which the Issuer or its assets are bound; or

(e) create or permit to exist any lien, security interest, or encumbrance on the assets of the Issuer other than the security interest granted to the Trustee under the Indenture and the Grant of Security Interest, and any permitted encumbrances expressly set forth in the Indenture.

Section 2.06 — Cooperation with Servicer

The Administrator shall coordinate its activities with QPF in QPF's capacity as Servicer under the Servicing Agreement, and shall cooperate with the Servicer to ensure the orderly and efficient administration of the Receivables pool and the timely performance of the obligations of the Issuer under the Transaction Documents. The parties acknowledge and agree, however, that the duties of the Administrator hereunder are distinct from, and shall not be deemed to overlap with, the collection, enforcement, cash management, delinquency management, and loan administration duties of the Servicer under the Servicing Agreement. To the extent that any ambiguity arises as to whether a particular duty or responsibility is to be performed by the Administrator or by the Servicer, the determination shall be made by reference to the express terms of this Agreement and the Servicing Agreement and, to the extent such ambiguity is not resolved thereby, by reference to customary practices in asset-backed securities transactions involving insurance premium finance receivables.

ARTICLE III — COMPENSATION AND EXPENSES

Section 3.01 — Administration Fee

(a) As compensation for the performance of its duties hereunder, the Administrator shall be entitled to receive from the Issuer an administration fee (the "Administration Fee") in an amount equal to $__ per annum (to be agreed upon by the parties prior to the Closing Date and specified in a side letter or fee schedule to be attached hereto), payable monthly in arrears on each Payment Date from collections on the Receivables in accordance with the sequential payment waterfall set forth in the Indenture.

(b) The Administration Fee shall accrue from the Closing Date and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The first payment of the Administration Fee shall be prorated for the period from the Closing Date through the last day of the calendar month in which the Closing Date occurs.

(c) The Administration Fee shall be subordinate to the Trustee's fees and expenses and the Servicing Fee in the sequential payment waterfall under the Indenture, but shall rank pari passu with other ordinary administrative expenses of the Issuer, as more specifically set forth in the Indenture. The Administrator acknowledges and agrees that the payment of the Administration Fee is subject to, and limited by, the availability of funds in accordance with the priority of payments set forth in the Indenture, and that the Administrator shall have no claim against the Trustee, any Noteholder, or any other Person for any shortfall in the payment of the Administration Fee resulting from insufficient collections.

(d) For the avoidance of doubt, the Servicing Fee payable to QPF in its capacity as Servicer under the Servicing Agreement is a separate and distinct obligation of the Issuer under the Servicing Agreement. The Servicing Fee is equal to 1.00% per annum on the outstanding pool balance (approximately $510,000 per month at the Initial Pool Balance of $612,000,000), and is payable in accordance with the Servicing Agreement and the Indenture.

Section 3.02 — Reimbursement of Expenses

(a) In addition to the Administration Fee, the Issuer shall reimburse the Administrator for all reasonable, documented out-of-pocket expenses incurred by the Administrator in the performance of its duties hereunder, including without limitation:

(i) fees and expenses of outside legal counsel, accountants, tax advisors, and other professional advisors retained by the Administrator in connection with its duties under this Agreement;

(ii) filing fees, registration costs, and other governmental charges incurred in connection with regulatory filings and compliance activities performed on behalf of the Issuer;

(iii) rating agency surveillance fees and related costs payable to Brindoval Ratings Inc. and Pinnacle Rating Services LLC;

(iv) printing, reproduction, postage, courier, and delivery costs incurred in connection with the preparation and distribution of reports, certificates, notices, and other documents on behalf of the Issuer;

(v) travel expenses reasonably incurred in connection with rating agency meetings, trustee meetings, or other meetings or proceedings attended by the Administrator on behalf of the Issuer; and

(vi) any other reasonable out-of-pocket expenses incurred by the Administrator in connection with the performance of its duties hereunder, as approved by the Trustee (such approval not to be unreasonably withheld, conditioned, or delayed).

(b) All reimbursements payable pursuant to this Section 3.02 shall be payable on the next succeeding Payment Date following submission by the Administrator to the Trustee of a reasonably detailed expense statement setting forth the nature, amount, and date of each expense for which reimbursement is sought, together with copies of supporting invoices or receipts. The Trustee shall have the right to review and verify any expense statement and to request additional documentation in support thereof.

(c) Reimbursable expenses shall be payable from collections on the Receivables in accordance with the sequential payment waterfall set forth in the Indenture, subject to the same priority as the Administration Fee.

Section 3.03 — Payment Priority

The Administration Fee and reimbursable expenses payable to the Administrator hereunder shall be payable in accordance with the following sequential payment waterfall as set forth in the Indenture (which is summarized here for reference purposes only and is subject in all respects to the actual provisions of the Indenture):

(1) first, to the Trustee, the Trustee's fees, expenses, and indemnification amounts;

(2) second, to the Servicer, the Servicing Fee;

(3) third, to the holders of the Class A Notes, interest accrued and due on the Class A Notes;

(4) fourth, to the holders of the Class B Notes, interest accrued and due on the Class B Notes;

(5) fifth, to the holders of the Class C Notes, interest accrued and due on the Class C Notes;

(6) sixth, to the holders of the Class A Notes, principal payments on the Class A Notes in accordance with the expected amortization schedule (during the Amortization Period);

(7) seventh, to the holders of the Class B Notes, principal payments on the Class B Notes (following repayment in full of the Class A Notes);

(8) eighth, to the holders of the Class C Notes, principal payments on the Class C Notes (following repayment in full of the Class B Notes);

(9) ninth, replenishment of the Overcollateralization Amount to the required level; and

(10) tenth, the residual, if any, to the Issuer or as otherwise directed by the Issuer.

The Administration Fee and reimbursable expenses of the Administrator shall be payable from collections as Issuer expenses, prior to or pari passu with the Servicing Fee, as specified in the Indenture. In the event of any conflict between the summary set forth above and the actual terms of the Indenture, the terms of the Indenture shall control in all respects.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.01 — Representations and Warranties of the Administrator

The Administrator hereby represents and warrants to the Issuer and, for the benefit of the Trustee and the Noteholders as third-party beneficiaries hereof, as of the date of this Agreement and as of the Closing Date, as follows:

(a) Organization and Good Standing. The Administrator is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Administrator is publicly traded on the New York Stock Exchange under the ticker symbol "QIHC." The Administrator is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Administrator's ability to perform its obligations hereunder.

(b) Power and Authority. The Administrator has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to carry out the transactions contemplated hereby and thereby.

(c) Due Authorization. The execution, delivery, and performance of this Agreement and each other Transaction Document to which the Administrator is a party have been duly authorized by all necessary corporate action of the Administrator, including the resolutions of the Board of Directors of the Administrator adopted on July 27, 2022, as certified in the Secretary's Certificate dated July 27, 2022, copies of which have been delivered to the Trustee. No further corporate action or approval is required on the part of the Administrator in connection with the execution, delivery, and performance of this Agreement.

(d) No Conflicts. The execution, delivery, and performance by the Administrator of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Administrator; (ii) violate any law, statute, regulation, rule, order, judgment, decree, or injunction applicable to the Administrator; (iii) conflict with, result in a breach of, or constitute a default under any material agreement, indenture, loan agreement, mortgage, deed of trust, or other instrument to which the Administrator is a party or by which the Administrator or any of its properties may be bound; or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon any property of the Administrator.

(e) Enforceable Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Administrator, enforceable against the Administrator in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(f) No Litigation. There is no action, suit, proceeding, inquiry, or investigation pending or, to the knowledge of the Administrator, threatened against or affecting the Administrator before or by any court, governmental authority, arbitrator, or other tribunal that would, individually or in the aggregate, materially impair the ability of the Administrator to perform its obligations under this Agreement or any other Transaction Document to which it is a party, or that would materially adversely affect the legality, validity, or enforceability of this Agreement.

(g) Compliance with Laws. The Administrator is in compliance in all material respects with all laws, rules, regulations, orders, and directives applicable to it and material to the performance of its duties hereunder, including all applicable insurance laws, securities laws, and regulations.

(h) Financial Condition. The Administrator's consolidated revenue for the fiscal year ended December 31, 2021 was approximately $3.8 billion, as reported in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Administrator's unsecured long-term credit ratings are BBB (as assigned by Brindoval Ratings Inc.) and Baa2 (as assigned by Pinnacle Rating Services LLC). Based on its financial condition, the Administrator has the financial capacity to perform its obligations hereunder and under each other Transaction Document to which it is a party.

Section 4.02 — Representations and Warranties of the Issuer

The Issuer hereby represents and warrants to the Administrator, and for the benefit of the Trustee and the Noteholders as third-party beneficiaries hereof, as of the date of this Agreement and as of the Closing Date, as follows:

(a) Organization. The Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7894231), formed on August 3, 2022 pursuant to the Delaware Limited Liability Company Act. The Issuer has no subsidiaries and conducts no business other than as expressly contemplated by the LLC Agreement and the Transaction Documents.

(b) Power and Authority. The Issuer has all requisite power and authority under its LLC Agreement and the Delaware Limited Liability Company Act to execute, deliver, and perform this Agreement and each other Transaction Document to which it is a party and to carry out the transactions contemplated hereby and thereby.

(c) Due Authorization. The execution, delivery, and performance of this Agreement by the Issuer have been duly authorized by all necessary action under the LLC Agreement, including the consent of the sole member (QRH) and the Independent Manager (Timothy R. Callan, Fortbridge Corporate Services LLC) to the extent required by the LLC Agreement and the Indenture. No further action, approval, or consent is required on the part of the Issuer, its member, or its Independent Manager in connection with the execution, delivery, and performance of this Agreement.

(d) Enforceable Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) Bankruptcy Remoteness. The Issuer has been organized and shall be maintained as a bankruptcy-remote special purpose entity in accordance with the separateness covenants set forth in the LLC Agreement and the requirements of the Indenture. The Issuer has at all times since its formation complied with such separateness covenants, including maintaining separate bank accounts, separate books and records, and separate financial statements, holding itself out as a legal entity separate and distinct from its member, the Administrator, QPF, and all other Affiliates, and conducting its business solely in its own name. The Issuer has not engaged in, and shall not engage in, any activity or transaction that would compromise its bankruptcy-remote status.

ARTICLE V — COVENANTS

Section 5.01 — Covenants of the Administrator

The Administrator hereby covenants and agrees as follows:

(a) Performance of Duties. The Administrator shall perform all duties set forth in Section 2.02 diligently, in a timely manner, and in accordance with the standard of care set forth in Section 2.03. The Administrator shall devote such time, attention, and resources as are reasonably necessary to ensure the prompt and complete performance of all such duties.

(b) Maintenance of Qualifications. The Administrator shall maintain in full force and effect all corporate qualifications, licenses, permits, and registrations necessary to perform its duties hereunder in each jurisdiction in which the nature of its business or the performance of its duties hereunder requires such qualifications, licenses, permits, or registrations, except where the failure to maintain such qualifications would not have a material adverse effect on its ability to perform its duties hereunder.

(c) Separateness. The Administrator shall not take any action that would compromise, impair, or undermine the bankruptcy-remote status of the Issuer, including without limitation: (i) commingling funds of the Issuer with funds of the Administrator, QPF, QRH, or any other Affiliate; (ii) failing to observe corporate and organizational formalities of the Issuer, including maintaining separate books and records, separate bank accounts, and separate stationery; (iii) failing to hold out the Issuer as a legal entity separate and distinct from the Administrator and its Affiliates; (iv) entering into any transaction between the Issuer and the Administrator or any Affiliate of the Administrator that is not on arm's-length terms; or (v) taking any action that would cause the Issuer to be substantively consolidated with the Administrator, QPF, QRH, or any other Affiliate in any bankruptcy, insolvency, or similar proceeding.

(d) Notice of Events. The Administrator shall promptly (and in any event within two (2) Business Days) provide written notice to the Trustee and each Rating Agency of: (i) the occurrence of any Administrator Default or any event that with the giving of notice, the passage of time, or both, would constitute an Administrator Default; (ii) the occurrence of any Early Amortization Event or any event that with the giving of notice, the passage of time, or both, would constitute an Early Amortization Event; (iii) any material litigation, proceeding, investigation, or governmental inquiry involving the Administrator that could reasonably be expected to adversely affect the Administrator's ability to perform its obligations hereunder; (iv) any downgrade of the Administrator's unsecured long-term credit ratings below BBB–(cr) by Brindoval Ratings Inc. or below Baa3(p) by Pinnacle Rating Services LLC, or any placement of such ratings on negative watch or negative outlook; and (v) any other event or circumstance that the Administrator reasonably believes may have a material adverse effect on the Issuer, the Receivables pool, or the interests of the Noteholders.

(e) Reporting. The Administrator shall deliver to the Trustee, on or before each Payment Date, an Officer's Certificate in substantially the form attached hereto as Exhibit A (each, a "Monthly Administration Compliance Certificate"), signed by an authorized officer of the Administrator, certifying: (i) the Administrator's performance of all duties under Section 2.02 for the immediately preceding collection period; (ii) compliance with this Agreement during such period; (iii) whether any Administrator Default has occurred and is continuing (and, if so, describing the nature thereof and the actions taken or proposed to be taken with respect thereto); and (iv) whether any Early Amortization Event or potential Early Amortization Event has occurred and is continuing to the knowledge of the Administrator (and, if so, describing the nature thereof).

(f) Insurance. The Administrator shall maintain, at its own expense, appropriate errors and omissions insurance and directors' and officers' liability insurance coverage in amounts and with carriers that are customary for companies of comparable size engaged in similar activities, and shall provide evidence of such coverage to the Trustee upon request.

(g) Cooperation with Auditor and Verification Agent. The Administrator shall cooperate fully with Meridian Ledger LLP (engagement partner: Robert Falcone), as the independent auditors of QIH, and Veristead Analytics LLC (managing director: Katharine Drummond), as the verification agent retained in connection with the transaction, in connection with any audits, agreed-upon procedures, comfort letters, pool verification activities, or other procedures related to the transaction. Such cooperation shall include providing reasonable access to books, records, personnel, systems, and facilities of the Administrator and the Issuer as may be reasonably necessary for such professionals to perform their respective engagements. The Administrator shall ensure that all information provided to such professionals is accurate and complete in all material respects.

Section 5.02 — Covenants of the Issuer

The Issuer hereby covenants and agrees as follows:

(a) Compliance with Transaction Documents. The Issuer (acting through the Administrator) shall comply with all covenants, terms, and conditions applicable to the Issuer under the Indenture and each other Transaction Document to which the Issuer is a party. The Issuer shall promptly notify the Administrator of any notice received by the Issuer from the Trustee, any Noteholder, or any other party under the Transaction Documents.

(b) Separateness. The Issuer shall observe and comply with all separateness covenants set forth in the LLC Agreement and the Indenture at all times during the term of this Agreement, including without limitation: (i) maintaining bank accounts, books, records, and financial statements separate from those of the Administrator, QPF, QRH, and all other Affiliates; (ii) maintaining separate stationery, invoices, and checks in its own name; (iii) holding itself out to the public, creditors, and other third parties as a legal entity separate and distinct from the Administrator, QPF, QRH, and all other Affiliates; (iv) observing all organizational formalities, including holding separate meetings and maintaining separate minutes and resolutions; (v)

ADMINISTRATION AGREEMENT
Execution Draft v2
dated as of October 12, 2022
between
QUORUM RECEIVABLES FUNDING 2022-1 LLC a Delaware limited liability company (as the "Issuer")
and
QUORUM INSURANCE HOLDINGS CORP. a Delaware corporation (as the "Administrator")
in connection with the issuance of
$500,000,000 ASSET-BACKED NOTES
consisting of
$375,000,000 Class A Notes $75,000,000 Class B Notes $35,000,000 Class C Notes
Calderwood & Harkness LLP Matter No. 1025-00007
TABLE OF CONTENTS
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ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (this "Agreement"), dated as of October 12, 2022, is entered into between QUORUM RECEIVABLES FUNDING 2022-1 LLC, a Delaware limited liability company (the "Issuer"), and QUORUM INSURANCE HOLDINGS CORP., a Delaware corporation (the "Administrator").
RECITALS
A. The Issuer, Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), is a Delaware limited liability company formed on August 3, 2022 (Delaware Secretary of State File No. 7894231), organized as a bankruptcy-remote special purpose entity for the sole purpose of acquiring and holding insurance premium finance receivables originated by Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), and issuing notes backed by such receivables. The Issuer was formed pursuant to that certain Certificate of Formation filed with the Delaware Secretary of State on August 3, 2022 and is governed by that certain Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022 (the "LLC Agreement").
B. The Issuer's sole member is Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (Delaware Secretary of State File No. 7894228), which serves as an intermediate bankruptcy-remote special purpose vehicle and depositor in the securitization structure. QRH is in turn wholly owned by QPF, which originates the insurance premium finance receivables that constitute the assets of the Issuer. QPF is a wholly owned subsidiary of the Administrator. The organizational structure accordingly runs from the Administrator, through QPF and QRH, to the Issuer, with each entity maintaining its bankruptcy-remote separateness as required by the Transaction Documents and applicable rating agency criteria.
C. The Issuer has entered into that certain Indenture, dated as of the Closing Date (as defined below) (the "Indenture"), between the Issuer and Calvoneth Trust Company, National Association, a national banking association organized under the laws of the United States, acting in its capacities as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian (in such capacities, the "Trustee"), pursuant to which the Issuer will issue: (i) $375,000,000 aggregate principal amount of Class A Asset-Backed Notes (rated AAA(cr) by Brindoval Ratings Inc. and Aaa(p) by Pinnacle Rating Services LLC); (ii) $75,000,000 aggregate principal amount of Class B Asset-Backed Notes (rated A(cr) by Brindoval Ratings Inc. and A1(p) by Pinnacle Rating Services LLC); and (iii) $35,000,000 aggregate principal amount of Class C Asset-Backed Notes (rated BBB(cr) by Brindoval Ratings Inc. and Baa2(p) by Pinnacle Rating Services LLC), in each case secured by and payable solely from the insurance premium finance receivables acquired by the Issuer and related collections and other credit enhancements described in the Indenture.
D. The Issuer, as a bankruptcy-remote special purpose entity with no employees, no independent operations, and limited capacity to act on its own behalf, requires the services of an administrator to perform, on behalf of and in the name of the Issuer, certain administrative duties that the Issuer would otherwise be required to perform under the Indenture, the Servicing Agreement, the Note Purchase Agreement, and the other Transaction Documents (each as defined herein). The appointment of an administrator is a condition to the closing of the transactions contemplated by the Transaction Documents and is consistent with customary structuring practices for asset-backed securities transactions.
E. The Administrator, Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation headquartered at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, and publicly traded on the New York Stock Exchange under the ticker symbol "QIHC," possesses the experience, resources, personnel, and infrastructure necessary to act as administrator of the Issuer and desires to act as administrator of the Issuer and to perform such administrative duties on the terms and conditions set forth herein.
F. In connection with the foregoing, the Issuer, the Administrator (in its capacity as Sponsor), and Ridgeline Capital Markets LLC (as Initial Purchaser) have entered into that certain Note Purchase Agreement, dated as of the date hereof (the "Note Purchase Agreement"), pursuant to which the Notes will be offered and sold in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in reliance on Regulation S under the Securities Act.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
"Account Control Agreement" means that certain Account Control Agreement, dated as of the Closing Date, among the Issuer, the Trustee, and Calvoneth Trust Company, National Association, in its capacity as securities intermediary, pursuant to which the Trustee has been granted "control" (within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York) over the deposit accounts and securities accounts maintained for the benefit of the Issuer in connection with the transactions contemplated by the Transaction Documents.
"Administration Fee" means the fee payable to the Administrator as compensation for the performance of its duties hereunder, as specified in Section 3.01 of this Agreement.
"Administrator" means Quorum Insurance Holdings Corp., a Delaware corporation (employer identification number 82-4391067), in its capacity as administrator under this Agreement, and its successors and permitted assigns in such capacity.
"Administrator Default" has the meaning assigned to such term in Section 6.01 of this Agreement.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
"Agreement" means this Administration Agreement, as it may be amended, supplemented, or modified from time to time in accordance with the terms hereof.
"Amortization Period" means the twelve (12) month period immediately following the end of the Revolving Period, during which collections on the Receivables are applied to the repayment of principal of the Notes in accordance with the sequential payment waterfall set forth in the Indenture, subject to earlier commencement upon the occurrence of an Early Amortization Event.
"Back-Up Servicer" means Northvane Bank, National Association, a national banking association organized under the laws of the United States, having its principal office at 200 Vesey Street, New York, New York 10281, in its capacity as back-up servicer under the Back-Up Servicing Agreement, and its successors and assigns in such capacity.
"Back-Up Servicing Agreement" means that certain Back-Up Servicing Agreement, dated as of the Closing Date, among the Issuer, QPF (as Servicer), Northvane Bank, National Association (as Back-Up Servicer), and Calvoneth Trust Company, National Association (as Trustee), as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Business Day" means any day other than (a) a Saturday, (b) a Sunday, or (c) a day on which banking institutions in New York, New York, Houston, Texas, or Stamford, Connecticut are authorized or required by law, regulation, or executive order to close.
"Class A Notes" means the $375,000,000 aggregate principal amount (representing 75.0% of the total issuance) of Class A Asset-Backed Notes issued by the Issuer pursuant to the Indenture, bearing preliminary CUSIP number 74892TAA3.
"Class B Notes" means the $75,000,000 aggregate principal amount (representing 15.0% of the total issuance) of Class B Asset-Backed Notes issued by the Issuer pursuant to the Indenture, bearing preliminary CUSIP number 74892TAB1.
"Class C Notes" means the $35,000,000 aggregate principal amount (representing 7.0% of the total issuance) of Class C Asset-Backed Notes issued by the Issuer pursuant to the Indenture, bearing preliminary CUSIP number 74892TAC9.
"Closing Date" means the date on which the Notes are issued and the initial Receivables are transferred to the Issuer pursuant to the Receivables Transfer Agreement, as specified in the Note Purchase Agreement.
"Collection Account" has the meaning assigned to such term in the Indenture.
"Controlling Class" has the meaning assigned to such term in the Indenture.
"Custodian Agreement" means that certain Custodian Agreement, dated as of the Closing Date, between the Issuer and Calvoneth Trust Company, National Association, in its capacity as custodian, pursuant to which the Trustee holds physical or electronic custody of the receivable files on behalf of the Issuer and the secured parties under the Indenture, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Cut-Off Date" means June 30, 2022.
"Early Amortization Event" has the meaning assigned to such term in the Indenture, which includes, without limitation, the occurrence of any of the following: (i) the three-month rolling average net loss rate on the Receivables exceeds 2.00%; (ii) the sixty (60) or more day delinquency rate on the Receivables exceeds 3.50%; (iii) an available funds cap deficit exists for two (2) consecutive collection periods; (iv) a Servicer Default occurs under the Servicing Agreement or the credit rating assigned to the Servicer by either Rating Agency is downgraded below BB(cr) (Brindoval Ratings Inc.) or Ba2(p) (Pinnacle Rating Services LLC); or (v) the aggregate outstanding pool balance of Eligible Receivables falls below $450,000,000 during the Revolving Period.
"Eligible Receivable" has the meaning assigned to such term in the Receivables Sale Agreement and the Indenture.
"Grant of Security Interest" means that certain Pledge Agreement, dated as of the Closing Date, from the Issuer to Calvoneth Trust Company, National Association, as Trustee, pursuant to which the Issuer has granted to the Trustee, for the benefit of the secured parties, a first-priority perfected security interest in substantially all of the Issuer's assets, including the Receivables, collections thereon, and all related property.
"Indenture" means that certain Indenture, dated as of the Closing Date, between the Issuer and Calvoneth Trust Company, National Association, as Trustee, paying agent, calculation agent, securities intermediary, and custodian, as such Indenture may be amended, supplemented, or modified from time to time in accordance with its terms.
"Independent Manager" means Timothy R. Callan, an individual appointed by Fortbridge Corporate Services LLC, 1209 Orange Street, Wilmington, Delaware 19801, to serve as the independent manager of the Issuer pursuant to the LLC Agreement and the Independent Manager Agreement, whose affirmative consent is required for certain actions of the Issuer, including the filing of any voluntary petition for bankruptcy, insolvency, or reorganization.
"Initial Pool Balance" means $612,000,000, representing the aggregate outstanding principal balance of the Receivables as of the Cut-Off Date.
"Issuer" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (employer identification number 88-1247653), and its successors and permitted assigns.
"Legal Final Maturity Date" means the date that is forty-two (42) months after the Closing Date, on which all outstanding principal and accrued interest on the Notes must be paid in full, failing which an event of default under the Indenture shall occur.
"Liquidity Facility Agreement" means that certain Liquidity Facility Agreement, dated as of the Closing Date, between the Issuer and Northvane Bank, National Association, pursuant to which Northvane Bank, National Association has made available to the Issuer a liquidity facility in an aggregate amount of $25,000,000, on the terms and subject to the conditions set forth therein, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"LLC Agreement" means the Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022, as the same may be amended, supplemented, or restated from time to time in accordance with its terms and the requirements of the Indenture.
"Note Purchase Agreement" means that certain Note Purchase Agreement, dated as of the date hereof, among the Issuer, Quorum Insurance Holdings Corp. (as Sponsor), and Ridgeline Capital Markets LLC (as Initial Purchaser), pursuant to which the Notes are offered and sold in a private placement in reliance on Rule 144A under the Securities Act and Regulation S under the Securities Act, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Noteholders" means the holders from time to time of the Notes, as shown on the register maintained by or on behalf of the Trustee.
"Notes" means, collectively, the Class A Notes, the Class B Notes, and the Class C Notes issued by the Issuer pursuant to the Indenture.
"Officer's Certificate" means a certificate signed by an authorized officer of the relevant entity, in his or her capacity as such, and delivered in accordance with the requirements of the applicable Transaction Document. With respect to certificates delivered by or on behalf of the Administrator or the Issuer, the authorized officers are those individuals listed on Exhibit C hereto.
"Overcollateralization Amount" means $15,000,000, representing 3.0% of the aggregate initial principal amount of the Notes, which is required to be maintained as a form of credit enhancement in accordance with the Indenture.
"Payment Date" has the meaning assigned to such term in the Indenture.
"Performance Guaranty" means that certain Performance Guaranty, dated as of the Closing Date, executed by QIH in favor of Calvoneth Trust Company, National Association, as Trustee, for the benefit of the secured parties, guaranteeing certain obligations of QPF (as Servicer) and the Administrator under the Transaction Documents, as such guaranty may be amended, supplemented, or modified from time to time in accordance with its terms.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity of whatever nature.
"QPF" means Quorum Premium Finance LLC, a Delaware limited liability company, in its individual capacity and, where the context requires, in its capacity as originator and seller of the Receivables and as Servicer under the Servicing Agreement.
"QRH" means Quorum Receivables Holding LLC, a Delaware limited liability company (Delaware Secretary of State File No. 7894228), in its capacity as intermediate depositor and sole member of the Issuer.
"Rating Agencies" means, collectively, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and "Rating Agency" means either of them.
"Receivables" means the insurance premium finance receivables originated by QPF in the ordinary course of its business and acquired by the Issuer (through QRH as intermediate depositor) pursuant to the Receivables Sale Agreement and the Receivables Transfer Agreement, together with all related rights, including the right to receive all scheduled payments of principal and finance charges thereon.
"Receivables Sale Agreement" means that certain Receivables Sale Agreement, dated as of the Closing Date, between QPF (as Seller) and QRH (as Purchaser), pursuant to which QPF sells and transfers Eligible Receivables to QRH, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Receivables Transfer Agreement" means that certain Receivables Transfer Agreement, dated as of the Closing Date, between QRH (as Transferor) and the Issuer (as Transferee), pursuant to which QRH transfers and conveys Eligible Receivables to the Issuer, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Registered Agent" means Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, in its capacity as the registered agent for service of process of the Issuer in the State of New York, or any successor registered agent duly appointed in accordance with applicable law.
"Revolving Period" means the twenty-four (24) month period commencing on the Closing Date, during which collections on the Receivables may be used by the Issuer to acquire additional Eligible Receivables from QRH pursuant to the Receivables Transfer Agreement, subject to the terms and conditions of the Indenture.
"Servicer" means Quorum Premium Finance LLC (employer identification number 84-2653198), in its capacity as servicer under the Servicing Agreement, and its successors and assigns in such capacity.
"Servicing Agreement" means that certain Servicing Agreement, dated as of the Closing Date, among the Issuer, QPF (as Servicer), and Calvoneth Trust Company, National Association (as Trustee), governing the servicing, administration, and collection of the Receivables, as such agreement may be amended, supplemented, or modified from time to time in accordance with its terms.
"Servicing Fee" means the fee payable to the Servicer under the Servicing Agreement in an amount equal to 1.00% per annum of the outstanding pool balance, calculated and payable in accordance with the Servicing Agreement and the sequential payment waterfall under the Indenture.
"Transaction Documents" means, collectively, the Indenture, the Receivables Sale Agreement, the Receivables Transfer Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Note Purchase Agreement, the Liquidity Facility Agreement, the Account Control Agreement, the Custodian Agreement, the Grant of Security Interest, the Performance Guaranty, this Agreement, the LLC Agreement, and each other document, instrument, or agreement executed and delivered in connection with the transactions contemplated hereby and thereby, in each case as amended, supplemented, restated, or modified from time to time in accordance with the respective terms thereof.
"Trustee" means Calvoneth Trust Company, National Association, a national banking association, acting through its Corporate Trust Office located at 600 Travis Street, Suite 5800, Houston, Texas 77002, in its capacities as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian under the Indenture and the other Transaction Documents, and its successors and assigns in such capacities.
"Verification Agent" means Veristead Analytics LLC, a Delaware limited liability company, with its principal office at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110, in its capacity as independent verification agent retained by the Issuer in connection with the transaction to perform agreed-upon verification procedures with respect to the Receivables.
Section 1.02 — Rules of Construction
Unless the context otherwise requires:
(a) References in this Agreement to any agreement, instrument, or document shall be deemed to include references to such agreement, instrument, or document as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms and, where applicable, the terms of the Indenture.
(b) Words importing the singular number shall include the plural number and vice versa, and words importing one gender shall include the other genders.
(c) The headings, table of contents, and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(e) References to "Sections," "Articles," "Exhibits," and "Schedules" shall be to Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified.
(f) References to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof.
(g) The terms "party" and "parties" shall refer to the Issuer and the Administrator, as the case may be.
(h) This Agreement shall be interpreted and construed in accordance with the laws of the State of New York, as more fully set forth in Section 8.04.
(i) Where any provision of this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.
(j) Unless otherwise specified, references to any statute, law, or regulation shall include any amendments thereto and any successor provisions.
Section 1.03 — Incorporation by Reference
Terms defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. In the event of any conflict between a definition set forth herein and a definition of the same term set forth in the Indenture, the definition set forth in the Indenture shall control for purposes of interpreting obligations that are also governed by the Indenture, and the definition set forth herein shall control for purposes of interpreting obligations that are solely governed by this Agreement.
ARTICLE II — APPOINTMENT AND DUTIES OF ADMINISTRATOR
Section 2.01 — Appointment
(a) The Issuer hereby appoints QIH as Administrator of the Issuer, and QIH hereby accepts such appointment and agrees to perform the duties of the Administrator as set forth herein, effective as of the Closing Date. The appointment of QIH as Administrator shall continue in full force and effect until the termination of this Agreement in accordance with Section 6.05 or the earlier termination of the Administrator's appointment in accordance with Section 6.02 or Section 6.03.
(b) The Administrator shall act solely in the capacity of an independent contractor and not as an agent, employee, or fiduciary of the Issuer, except to the extent expressly provided herein or to the extent that the Administrator is expressly authorized to act in the name and on behalf of the Issuer in connection with the performance of its duties under this Agreement and the Transaction Documents. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Administrator and the Issuer, except as expressly set forth herein.
(c) The parties acknowledge and agree that the Issuer has no employees, no independent operational capacity, and no office facilities separate from those provided by or through the Administrator. The Issuer is entirely dependent upon the Administrator for the performance of its day-to-day administrative obligations under the Transaction Documents. The appointment of the Administrator is a fundamental element of the securitization structure and is a condition to the issuance and sale of the Notes.
Section 2.02 — Duties of the Administrator
The Administrator shall perform the following duties on behalf of and, where applicable, in the name of the Issuer:
(a) Execution of Documents. The Administrator shall execute, deliver, and file, in the name and on behalf of the Issuer, all documents, certificates, reports, instruments, and notices required to be delivered by the Issuer under any Transaction Document, including Officer's Certificates, compliance certificates, closing certificates, direction letters, and any other instruments that the Issuer is obligated to deliver pursuant to the terms of the Indenture, the Servicing Agreement, the Note Purchase Agreement, or any other Transaction Document. The Administrator shall ensure that all such documents are executed by authorized officers listed on Exhibit C hereto and are delivered within the time periods specified in the applicable Transaction Document.
(b) Regulatory Filings and Compliance. The Administrator shall prepare and file, or cause to be prepared and filed, all filings, registrations, reports, and returns with any governmental authority required by applicable law or by the Transaction Documents with respect to the Issuer, including without limitation: (i) any required filings with the Delaware Secretary of State, including Uniform Commercial Code financing statement amendments, continuation statements, and annual reports for the Issuer (Delaware Secretary of State File No. 7894231); (ii) any filings required under state securities or "blue sky" laws; (iii) any filings required under the Securities Exchange Act of 1934, as amended, to the extent applicable; and (iv) any other filings required by federal, state, or local law or regulation with respect to the Issuer's activities.
(c) Reporting and Notices. The Administrator shall prepare and deliver, or cause to be prepared and delivered, to the Trustee, the Noteholders, the Rating Agencies (Brindoval Ratings Inc. and Pinnacle Rating Services LLC), the Servicer, the Back-Up Servicer, and any other Person entitled thereto under the Transaction Documents, all reports, certificates, notices, and other communications required to be delivered by the Issuer under the Transaction Documents, including without limitation: (i) monthly servicer reports and distribution date statements; (ii) annual compliance certificates; (iii) notices of any Early Amortization Event, potential Early Amortization Event, or event of default under any Transaction Document; (iv) notices of any material modification or amendment to any Transaction Document; (v) any notices required to be given by the Issuer in connection with the redemption, defeasance, or acceleration of any Notes; and (vi) such other reports and notices as may be reasonably required by the Trustee or the Rating Agencies from time to time.
(d) Payment Directions. The Administrator shall give all payment instructions, investment directions, account instructions, and funds transfer directions on behalf of the Issuer to the Trustee (in its various capacities as paying agent, calculation agent, and securities intermediary) under the Account Control Agreement and under the Indenture, in each case consistent with the sequential payment waterfall and priority of payments set forth in the Indenture. The Administrator shall review and confirm the accuracy of all distribution calculations prepared by the Trustee prior to each Payment Date and shall promptly notify the Trustee of any discrepancies.
(e) Tax Matters. The Administrator shall prepare or cause to be prepared, and file or cause to be filed, all federal, state, and local tax returns, reports, and informational filings required with respect to the Issuer (Quorum Receivables Funding 2022-1 LLC, employer identification number 88-1247653), including any returns required under the Internal Revenue Code of 1986, as amended, consistent with the characterization of the Issuer as a disregarded entity for United States federal income tax purposes and the treatment of the Notes as indebtedness of the Issuer (and not as equity interests in or partnership interests of the Issuer). The Administrator shall ensure that all tax positions taken with respect to the Issuer are consistent with the opinions delivered by Calderwood & Harkness LLP on the Closing Date and with the tax provisions of the Indenture.
(f) Books and Records. The Administrator shall maintain or cause to be maintained the books and records of the Issuer in accordance with (i) the separateness covenants set forth in the LLC Agreement; (ii) the requirements of the Indenture; and (iii) generally accepted accounting principles as applied to special purpose entities of the type and nature of the Issuer. The Administrator shall ensure that the books and records of the Issuer are maintained separately from those of the Administrator, QPF, QRH, and any other Affiliate, and that the Issuer is at all times held out to the public and to creditors as a legal entity separate and distinct from the Administrator and its Affiliates.
(g) Rating Agency Interaction. The Administrator shall coordinate with Brindoval Ratings Inc. (Engagement No. CR-SF-2022-08812; lead analyst: Andrew Petrosian) and Pinnacle Rating Services LLC (Engagement No. PRS-2022-ABS-3347; lead analyst: Monica Sung) on behalf of the Issuer, including: (i) providing information reasonably requested by the Rating Agencies for ongoing surveillance purposes; (ii) responding to inquiries from rating agency analysts; (iii) providing notice of any material events affecting the Receivables pool, the Issuer, or any Transaction Document; (iv) arranging and participating in annual or periodic surveillance calls or meetings; and (v) ensuring that all required rating agency confirmations are obtained in connection with any proposed amendment, waiver, or modification of a Transaction Document.
(h) Liquidity Facility Management. The Administrator shall administer the Issuer's rights and obligations under the Liquidity Facility Agreement with Northvane Bank, National Association, including: (i) delivering draw requests to Northvane Bank, National Association when applicable and in accordance with the conditions to drawing set forth in the Liquidity Facility Agreement; (ii) monitoring compliance with the draw conditions and eligibility criteria specified therein; (iii) ensuring timely repayment of any drawn amounts in accordance with the repayment provisions of the Liquidity Facility Agreement and the priority of payments under the Indenture; and (iv) providing all notices, certificates, and other deliverables required to be furnished by the Issuer to Northvane Bank, National Association under the Liquidity Facility Agreement.
(i) Cash Management. The Administrator shall direct and oversee the investment of funds held in the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, each as maintained by the Trustee, in accordance with the permitted investment criteria set forth in the Indenture. The Administrator shall select and direct investments that comply with the maturity, credit quality, and liquidity requirements specified in the Indenture and shall monitor the performance of such investments on an ongoing basis.
(j) Custody Coordination. The Administrator shall coordinate with the Trustee in its capacity as custodian under the Custodian Agreement regarding the safekeeping, release, retrieval, and return of receivable files, including ensuring that all receivable files are delivered to the custodian in a timely manner and in conformity with the requirements of the Custodian Agreement and the Indenture, and directing the release of receivable files to the Servicer as necessary for collection and enforcement activities.
(k) Cooperation with Back-Up Servicer. The Administrator shall cooperate with Northvane Bank, National Association, in its capacity as back-up servicer under the Back-Up Servicing Agreement, in connection with: (i) periodic and ongoing data transfers of loan-level and pool-level information; (ii) warm standby obligations, including ensuring that the Back-Up Servicer maintains familiarity with the Servicer's systems, processes, and procedures; (iii) any transition of servicing responsibilities in the event of a Servicer Default or Servicer termination under the Servicing Agreement; and (iv) any testing or simulation exercises required by the Back-Up Servicing Agreement or reasonably requested by the Trustee or the Rating Agencies.
(l) Legal Proceedings. The Administrator shall engage legal counsel and direct, manage, and coordinate any litigation, arbitration, administrative proceedings, or other legal proceedings commenced by or against the Issuer, including any proceedings relating to the enforcement of the Receivables, the defense of claims against the Issuer, or the protection of the Issuer's interests under the Transaction Documents. To the extent required by the Indenture, the Administrator shall obtain the prior consent of the Trustee (acting at the direction of the requisite Noteholders, as specified in the Indenture) before commencing, settling, or compromising any material legal proceeding on behalf of the Issuer.
(m) Amendments and Waivers. The Administrator shall negotiate, execute, and deliver, in the name and on behalf of the Issuer, amendments, waivers, consents, supplements, and modifications to the Transaction Documents, subject to: (i) any limitations on the Issuer's ability to enter into amendments or waivers as set forth in the Indenture or any other Transaction Document; (ii) the requirement of Trustee and/or Noteholder consent where applicable under the Indenture; and (iii) the requirement of Rating Agency confirmation where applicable. The Administrator shall ensure that copies of all executed amendments, waivers, consents, and supplements are promptly delivered to the Trustee and the Rating Agencies.
(n) Other Duties. The Administrator shall perform such other duties, tasks, and functions of an administrative nature as the Issuer may be required to perform under any Transaction Document, or as may be reasonably requested by the Trustee in connection with the Trustee's duties under the Indenture, in each case to the extent such duties are consistent with the Administrator's role as administrator hereunder and do not conflict with the duties or responsibilities of any other party under the Transaction Documents.
Section 2.03 — Standard of Care
(a) The Administrator shall perform its duties hereunder with the same degree of skill, attention, and care that it exercises in the conduct of its own affairs and with the degree of skill and care customarily exercised by experienced administrators performing similar administrative duties in connection with asset-backed securities transactions of a type and nature similar to the transactions contemplated by the Transaction Documents.
(b) The Administrator shall comply with all applicable federal, state, and local laws, rules, regulations, orders, and directives in performing its duties hereunder, including all applicable securities laws, tax laws, and regulations governing the activities of the Issuer and the administration of the Receivables pool.
(c) In performing its duties hereunder, the Administrator shall act in good faith and shall not take any action that the Administrator knows or reasonably should know would be detrimental to the interests of the Noteholders or inconsistent with the terms of the Transaction Documents.
Section 2.04 — Sub-Delegation
(a) The Administrator may delegate or subcontract any of its duties hereunder to any Affiliate of the Administrator, including QPF and QRH, provided that: (i) the Administrator shall remain primarily liable for the performance of all duties delegated or subcontracted hereunder, and any such delegation or subcontracting shall not relieve the Administrator of any of its obligations hereunder; (ii) the Administrator shall give prior written notice to the Trustee and each Rating Agency of any such delegation or subcontracting, identifying the delegate, the duties delegated, and the effective date of such delegation; (iii) no such delegation or subcontracting shall result in any downgrade or withdrawal of any rating on the Notes, as confirmed in writing by each Rating Agency; and (iv) the Administrator shall be responsible for the acts and omissions of any such delegate to the same extent as if such acts or omissions were those of the Administrator itself.
(b) The Administrator may retain third-party professionals, including legal counsel, accountants, tax advisors, consultants, and other service providers, to assist in the performance of its duties hereunder. The reasonable fees and documented out-of-pocket expenses of such third-party professionals shall be reimbursable as Issuer expenses in accordance with Section 3.02, subject to the priority of payments set forth in the Indenture.
Section 2.05 — Limitations on Authority
The Administrator shall not take any action on behalf of the Issuer that would:
(a) cause the Issuer to fail to comply with any separateness covenant or special purpose entity requirement set forth in the LLC Agreement or the Indenture, including without limitation the covenants regarding maintenance of separate existence, separate books and records, separate bank accounts, separate stationery, and arm's-length transactions;
(b) cause the Issuer to commence any voluntary case or proceeding under any bankruptcy, insolvency, reorganization, receivership, moratorium, assignment for the benefit of creditors, or similar law affecting creditors' rights, or to consent to the entry of an order for relief in any involuntary case, without the prior unanimous written consent of all members of the Issuer, including the affirmative vote of the Independent Manager (Timothy R. Callan, appointed by Fortbridge Corporate Services LLC), as required by the LLC Agreement;
(c) cause the Issuer to engage in any business, activity, or transaction other than those expressly permitted by the Issuer's LLC Agreement and the Indenture, including acquiring any assets other than Eligible Receivables and related property as contemplated by the Transaction Documents;
(d) result in a breach of, or default under, any Transaction Document or any other agreement or instrument to which the Issuer is a party or by which the Issuer or its assets are bound; or
(e) create or permit to exist any lien, security interest, or encumbrance on the assets of the Issuer other than the security interest granted to the Trustee under the Indenture and the Grant of Security Interest, and any permitted encumbrances expressly set forth in the Indenture.
Section 2.06 — Cooperation with Servicer
The Administrator shall coordinate its activities with QPF in QPF's capacity as Servicer under the Servicing Agreement, and shall cooperate with the Servicer to ensure the orderly and efficient administration of the Receivables pool and the timely performance of the obligations of the Issuer under the Transaction Documents. The parties acknowledge and agree, however, that the duties of the Administrator hereunder are distinct from, and shall not be deemed to overlap with, the collection, enforcement, cash management, delinquency management, and loan administration duties of the Servicer under the Servicing Agreement. To the extent that any ambiguity arises as to whether a particular duty or responsibility is to be performed by the Administrator or by the Servicer, the determination shall be made by reference to the express terms of this Agreement and the Servicing Agreement and, to the extent such ambiguity is not resolved thereby, by reference to customary practices in asset-backed securities transactions involving insurance premium finance receivables.
ARTICLE III — COMPENSATION AND EXPENSES
Section 3.01 — Administration Fee
(a) As compensation for the performance of its duties hereunder, the Administrator shall be entitled to receive from the Issuer an administration fee (the "Administration Fee") in an amount equal to $__ per annum (to be agreed upon by the parties prior to the Closing Date and specified in a side letter or fee schedule to be attached hereto), payable monthly in arrears on each Payment Date from collections on the Receivables in accordance with the sequential payment waterfall set forth in the Indenture.
(b) The Administration Fee shall accrue from the Closing Date and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The first payment of the Administration Fee shall be prorated for the period from the Closing Date through the last day of the calendar month in which the Closing Date occurs.
(c) The Administration Fee shall be subordinate to the Trustee's fees and expenses and the Servicing Fee in the sequential payment waterfall under the Indenture, but shall rank pari passu with other ordinary administrative expenses of the Issuer, as more specifically set forth in the Indenture. The Administrator acknowledges and agrees that the payment of the Administration Fee is subject to, and limited by, the availability of funds in accordance with the priority of payments set forth in the Indenture, and that the Administrator shall have no claim against the Trustee, any Noteholder, or any other Person for any shortfall in the payment of the Administration Fee resulting from insufficient collections.
(d) For the avoidance of doubt, the Servicing Fee payable to QPF in its capacity as Servicer under the Servicing Agreement is a separate and distinct obligation of the Issuer under the Servicing Agreement. The Servicing Fee is equal to 1.00% per annum on the outstanding pool balance (approximately $510,000 per month at the Initial Pool Balance of $612,000,000), and is payable in accordance with the Servicing Agreement and the Indenture.
Section 3.02 — Reimbursement of Expenses
(a) In addition to the Administration Fee, the Issuer shall reimburse the Administrator for all reasonable, documented out-of-pocket expenses incurred by the Administrator in the performance of its duties hereunder, including without limitation:
(i) fees and expenses of outside legal counsel, accountants, tax advisors, and other professional advisors retained by the Administrator in connection with its duties under this Agreement;
(ii) filing fees, registration costs, and other governmental charges incurred in connection with regulatory filings and compliance activities performed on behalf of the Issuer;
(iii) rating agency surveillance fees and related costs payable to Brindoval Ratings Inc. and Pinnacle Rating Services LLC;
(iv) printing, reproduction, postage, courier, and delivery costs incurred in connection with the preparation and distribution of reports, certificates, notices, and other documents on behalf of the Issuer;
(v) travel expenses reasonably incurred in connection with rating agency meetings, trustee meetings, or other meetings or proceedings attended by the Administrator on behalf of the Issuer; and
(vi) any other reasonable out-of-pocket expenses incurred by the Administrator in connection with the performance of its duties hereunder, as approved by the Trustee (such approval not to be unreasonably withheld, conditioned, or delayed).
(b) All reimbursements payable pursuant to this Section 3.02 shall be payable on the next succeeding Payment Date following submission by the Administrator to the Trustee of a reasonably detailed expense statement setting forth the nature, amount, and date of each expense for which reimbursement is sought, together with copies of supporting invoices or receipts. The Trustee shall have the right to review and verify any expense statement and to request additional documentation in support thereof.
(c) Reimbursable expenses shall be payable from collections on the Receivables in accordance with the sequential payment waterfall set forth in the Indenture, subject to the same priority as the Administration Fee.
Section 3.03 — Payment Priority
The Administration Fee and reimbursable expenses payable to the Administrator hereunder shall be payable in accordance with the following sequential payment waterfall as set forth in the Indenture (which is summarized here for reference purposes only and is subject in all respects to the actual provisions of the Indenture):
(1) first, to the Trustee, the Trustee's fees, expenses, and indemnification amounts;
(2) second, to the Servicer, the Servicing Fee;
(3) third, to the holders of the Class A Notes, interest accrued and due on the Class A Notes;
(4) fourth, to the holders of the Class B Notes, interest accrued and due on the Class B Notes;
(5) fifth, to the holders of the Class C Notes, interest accrued and due on the Class C Notes;
(6) sixth, to the holders of the Class A Notes, principal payments on the Class A Notes in accordance with the expected amortization schedule (during the Amortization Period);
(7) seventh, to the holders of the Class B Notes, principal payments on the Class B Notes (following repayment in full of the Class A Notes);
(8) eighth, to the holders of the Class C Notes, principal payments on the Class C Notes (following repayment in full of the Class B Notes);
(9) ninth, replenishment of the Overcollateralization Amount to the required level; and
(10) tenth, the residual, if any, to the Issuer or as otherwise directed by the Issuer.
The Administration Fee and reimbursable expenses of the Administrator shall be payable from collections as Issuer expenses, prior to or pari passu with the Servicing Fee, as specified in the Indenture. In the event of any conflict between the summary set forth above and the actual terms of the Indenture, the terms of the Indenture shall control in all respects.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Section 4.01 — Representations and Warranties of the Administrator
The Administrator hereby represents and warrants to the Issuer and, for the benefit of the Trustee and the Noteholders as third-party beneficiaries hereof, as of the date of this Agreement and as of the Closing Date, as follows:
(a) Organization and Good Standing. The Administrator is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Administrator is publicly traded on the New York Stock Exchange under the ticker symbol "QIHC." The Administrator is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Administrator's ability to perform its obligations hereunder.
(b) Power and Authority. The Administrator has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to carry out the transactions contemplated hereby and thereby.
(c) Due Authorization. The execution, delivery, and performance of this Agreement and each other Transaction Document to which the Administrator is a party have been duly authorized by all necessary corporate action of the Administrator, including the resolutions of the Board of Directors of the Administrator adopted on July 27, 2022, as certified in the Secretary's Certificate dated July 27, 2022, copies of which have been delivered to the Trustee. No further corporate action or approval is required on the part of the Administrator in connection with the execution, delivery, and performance of this Agreement.
(d) No Conflicts. The execution, delivery, and performance by the Administrator of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Administrator; (ii) violate any law, statute, regulation, rule, order, judgment, decree, or injunction applicable to the Administrator; (iii) conflict with, result in a breach of, or constitute a default under any material agreement, indenture, loan agreement, mortgage, deed of trust, or other instrument to which the Administrator is a party or by which the Administrator or any of its properties may be bound; or (iv) result in the creation or imposition of any lien, charge, or encumbrance upon any property of the Administrator.
(e) Enforceable Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Administrator, enforceable against the Administrator in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) No Litigation. There is no action, suit, proceeding, inquiry, or investigation pending or, to the knowledge of the Administrator, threatened against or affecting the Administrator before or by any court, governmental authority, arbitrator, or other tribunal that would, individually or in the aggregate, materially impair the ability of the Administrator to perform its obligations under this Agreement or any other Transaction Document to which it is a party, or that would materially adversely affect the legality, validity, or enforceability of this Agreement.
(g) Compliance with Laws. The Administrator is in compliance in all material respects with all laws, rules, regulations, orders, and directives applicable to it and material to the performance of its duties hereunder, including all applicable insurance laws, securities laws, and regulations.
(h) Financial Condition. The Administrator's consolidated revenue for the fiscal year ended December 31, 2021 was approximately $3.8 billion, as reported in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Administrator's unsecured long-term credit ratings are BBB (as assigned by Brindoval Ratings Inc.) and Baa2 (as assigned by Pinnacle Rating Services LLC). Based on its financial condition, the Administrator has the financial capacity to perform its obligations hereunder and under each other Transaction Document to which it is a party.
Section 4.02 — Representations and Warranties of the Issuer
The Issuer hereby represents and warrants to the Administrator, and for the benefit of the Trustee and the Noteholders as third-party beneficiaries hereof, as of the date of this Agreement and as of the Closing Date, as follows:
(a) Organization. The Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7894231), formed on August 3, 2022 pursuant to the Delaware Limited Liability Company Act. The Issuer has no subsidiaries and conducts no business other than as expressly contemplated by the LLC Agreement and the Transaction Documents.
(b) Power and Authority. The Issuer has all requisite power and authority under its LLC Agreement and the Delaware Limited Liability Company Act to execute, deliver, and perform this Agreement and each other Transaction Document to which it is a party and to carry out the transactions contemplated hereby and thereby.
(c) Due Authorization. The execution, delivery, and performance of this Agreement by the Issuer have been duly authorized by all necessary action under the LLC Agreement, including the consent of the sole member (QRH) and the Independent Manager (Timothy R. Callan, Fortbridge Corporate Services LLC) to the extent required by the LLC Agreement and the Indenture. No further action, approval, or consent is required on the part of the Issuer, its member, or its Independent Manager in connection with the execution, delivery, and performance of this Agreement.
(d) Enforceable Obligation. This Agreement constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(e) Bankruptcy Remoteness. The Issuer has been organized and shall be maintained as a bankruptcy-remote special purpose entity in accordance with the separateness covenants set forth in the LLC Agreement and the requirements of the Indenture. The Issuer has at all times since its formation complied with such separateness covenants, including maintaining separate bank accounts, separate books and records, and separate financial statements, holding itself out as a legal entity separate and distinct from its member, the Administrator, QPF, and all other Affiliates, and conducting its business solely in its own name. The Issuer has not engaged in, and shall not engage in, any activity or transaction that would compromise its bankruptcy-remote status.
ARTICLE V — COVENANTS
Section 5.01 — Covenants of the Administrator
The Administrator hereby covenants and agrees as follows:
(a) Performance of Duties. The Administrator shall perform all duties set forth in Section 2.02 diligently, in a timely manner, and in accordance with the standard of care set forth in Section 2.03. The Administrator shall devote such time, attention, and resources as are reasonably necessary to ensure the prompt and complete performance of all such duties.
(b) Maintenance of Qualifications. The Administrator shall maintain in full force and effect all corporate qualifications, licenses, permits, and registrations necessary to perform its duties hereunder in each jurisdiction in which the nature of its business or the performance of its duties hereunder requires such qualifications, licenses, permits, or registrations, except where the failure to maintain such qualifications would not have a material adverse effect on its ability to perform its duties hereunder.
(c) Separateness. The Administrator shall not take any action that would compromise, impair, or undermine the bankruptcy-remote status of the Issuer, including without limitation: (i) commingling funds of the Issuer with funds of the Administrator, QPF, QRH, or any other Affiliate; (ii) failing to observe corporate and organizational formalities of the Issuer, including maintaining separate books and records, separate bank accounts, and separate stationery; (iii) failing to hold out the Issuer as a legal entity separate and distinct from the Administrator and its Affiliates; (iv) entering into any transaction between the Issuer and the Administrator or any Affiliate of the Administrator that is not on arm's-length terms; or (v) taking any action that would cause the Issuer to be substantively consolidated with the Administrator, QPF, QRH, or any other Affiliate in any bankruptcy, insolvency, or similar proceeding.
(d) Notice of Events. The Administrator shall promptly (and in any event within two (2) Business Days) provide written notice to the Trustee and each Rating Agency of: (i) the occurrence of any Administrator Default or any event that with the giving of notice, the passage of time, or both, would constitute an Administrator Default; (ii) the occurrence of any Early Amortization Event or any event that with the giving of notice, the passage of time, or both, would constitute an Early Amortization Event; (iii) any material litigation, proceeding, investigation, or governmental inquiry involving the Administrator that could reasonably be expected to adversely affect the Administrator's ability to perform its obligations hereunder; (iv) any downgrade of the Administrator's unsecured long-term credit ratings below BBB–(cr) by Brindoval Ratings Inc. or below Baa3(p) by Pinnacle Rating Services LLC, or any placement of such ratings on negative watch or negative outlook; and (v) any other event or circumstance that the Administrator reasonably believes may have a material adverse effect on the Issuer, the Receivables pool, or the interests of the Noteholders.
(e) Reporting. The Administrator shall deliver to the Trustee, on or before each Payment Date, an Officer's Certificate in substantially the form attached hereto as Exhibit A (each, a "Monthly Administration Compliance Certificate"), signed by an authorized officer of the Administrator, certifying: (i) the Administrator's performance of all duties under Section 2.02 for the immediately preceding collection period; (ii) compliance with this Agreement during such period; (iii) whether any Administrator Default has occurred and is continuing (and, if so, describing the nature thereof and the actions taken or proposed to be taken with respect thereto); and (iv) whether any Early Amortization Event or potential Early Amortization Event has occurred and is continuing to the knowledge of the Administrator (and, if so, describing the nature thereof).
(f) Insurance. The Administrator shall maintain, at its own expense, appropriate errors and omissions insurance and directors' and officers' liability insurance coverage in amounts and with carriers that are customary for companies of comparable size engaged in similar activities, and shall provide evidence of such coverage to the Trustee upon request.
(g) Cooperation with Auditor and Verification Agent. The Administrator shall cooperate fully with Meridian Ledger LLP (engagement partner: Robert Falcone), as the independent auditors of QIH, and Veristead Analytics LLC (managing director: Katharine Drummond), as the verification agent retained in connection with the transaction, in connection with any audits, agreed-upon procedures, comfort letters, pool verification activities, or other procedures related to the transaction. Such cooperation shall include providing reasonable access to books, records, personnel, systems, and facilities of the Administrator and the Issuer as may be reasonably necessary for such professionals to perform their respective engagements. The Administrator shall ensure that all information provided to such professionals is accurate and complete in all material respects.
Section 5.02 — Covenants of the Issuer
The Issuer hereby covenants and agrees as follows:
(a) Compliance with Transaction Documents. The Issuer (acting through the Administrator) shall comply with all covenants, terms, and conditions applicable to the Issuer under the Indenture and each other Transaction Document to which the Issuer is a party. The Issuer shall promptly notify the Administrator of any notice received by the Issuer from the Trustee, any Noteholder, or any other party under the Transaction Documents.
(b) Separateness. The Issuer shall observe and comply with all separateness covenants set forth in the LLC Agreement and the Indenture at all times during the term of this Agreement, including without limitation: (i) maintaining bank accounts, books, records, and financial statements separate from those of the Administrator, QPF, QRH, and all other Affiliates; (ii) maintaining separate stationery, invoices, and checks in its own name; (iii) holding itself out to the public, creditors, and other third parties as a legal entity separate and distinct from the Administrator, QPF, QRH, and all other Affiliates; (iv) observing all organizational formalities, including holding separate meetings and maintaining separate minutes and resolutions; (v)

ADMINISTRATION AGREEMENT

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ADMINISTRATION AGREEMENT

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