1025-00008 · Quorum Insurance Holdings · Lender Consent

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CONFIDENTIAL — DRAFT PREPARED BY CALDERWOOD & HARKNESS LLP — FOR DISCUSSION PURPOSES ONLY

C&H Matter No. 1025-00008 Prepared: December 2022

Draft: Marcus Weill Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022

CONSENT AND LIMITED WAIVER

Under the Amended and Restated Credit Agreement, dated as of June 15, 2021

among

Quorum Insurance Holdings Corp., as Borrower,

the Lenders party thereto,

and

Standish National Bank, N.A., as Administrative Agent

Dated as of [●], 202[●]

CONSENT AND LIMITED WAIVER

This CONSENT AND LIMITED WAIVER (this "Consent and Limited Waiver"), dated as of [●], 202[●], is entered into by and among Quorum Insurance Holdings Corp., a Delaware corporation (the "Borrower"), Standish National Bank, N.A., a national banking association organized under the laws of the United States, as administrative agent (in such capacity, the "Administrative Agent"), and each of the undersigned Lenders constituting the Required Lenders under (and as defined in) the Credit Agreement referred to below.

RECITALS

A. Reference is made to the Amended and Restated Credit Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), the several banks and other financial institutions or entities from time to time party thereto (the "Lenders"), and Standish National Bank, N.A., a national banking association organized under the laws of the United States with its principal office located at 280 Congress Street, Boston, Massachusetts 02210 (in its capacity as administrative agent for the Lenders, the "Administrative Agent"). The Credit Agreement provides for, among other things, a revolving credit facility in the aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000). Capitalized terms used but not otherwise defined in this Consent and Limited Waiver shall have the respective meanings ascribed to such terms in the Credit Agreement.

B. Section 7.12(b) of the Credit Agreement provides, in relevant part, as follows:

"The Borrower shall not enter into any license, sublicense, or similar arrangement with respect to intellectual Property having an aggregate value in excess of $25,000,000 without the prior written consent of the Required Lenders."

Section 7.12(b) constitutes a negative covenant restricting the Borrower's ability to enter into any license, sublicense, or similar arrangement with respect to intellectual Property where the aggregate value of such arrangement exceeds Twenty-Five Million Dollars ($25,000,000) without the prior written consent of the Required Lenders.

C. The Borrower desires to enter into a Master Data License Agreement (the "MDLA") with Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), with its principal office and headquarters located at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326. The MDLA contemplates an enterprise data-licensing arrangement pursuant to which Meridian will license to the Borrower: (i) consumer credit-file data (the product known as MCI Consumer Credit File™, encompassing approximately three hundred ten million (310,000,000) consumer records); (ii) commercial credit data (the product known as MCI CommercialView™, encompassing approximately forty-two million (42,000,000) business records); and (iii) alternative-data feeds (the product known as MCI AltSignal™, encompassing approximately eighty-five million (85,000,000) consumer alternative-data records), in each case for use in the Borrower's automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across the Borrower's property and casualty, life, and specialty insurance lines of business. The MDLA provides for a five (5)-year initial term from the effective date thereof. The aggregate value of the MDLA over the initial five-year term is Sixty Million Dollars ($60,000,000), consisting of: (a) a Year 1 annual license fee of Ten Million Eight Hundred Thousand Dollars ($10,800,000), payable in quarterly installments of Two Million Seven Hundred Thousand Dollars ($2,700,000) in advance, reflecting a six (6)-month implementation and ramp period; and (b) annual license fees of Twelve Million Three Hundred Thousand Dollars ($12,300,000) in each of Years 2 through 5, payable in quarterly installments of Three Million Seventy-Five Thousand Dollars ($3,075,000) in advance (aggregating Forty-Nine Million Two Hundred Thousand Dollars ($49,200,000) over such four-year period). In addition, the MDLA provides for a separate one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable outside and in addition to the Sixty Million Dollar ($60,000,000) aggregate license value. The aggregate value of the MDLA ($60,000,000) exceeds the Twenty-Five Million Dollar ($25,000,000) threshold set forth in Section 7.12(b) of the Credit Agreement by Thirty-Five Million Dollars ($35,000,000).

D. The Borrower has requested that the Administrative Agent and the Required Lenders (i) consent to the Borrower's entry into the MDLA with Meridian and (ii) grant a limited waiver of the Twenty-Five Million Dollar ($25,000,000) aggregate value threshold in Section 7.12(b) of the Credit Agreement solely with respect to the MDLA and the Borrower's execution, delivery, and performance of its obligations thereunder. In connection with such request, the Borrower delivered a consent request letter, dated November 2022, addressed to Philip Yardley, Relationship Manager, Standish National Bank, N.A., setting forth the material terms of the proposed MDLA and the basis for the Borrower's request.

E. The Administrative Agent, acting on behalf of itself and at the direction of the Required Lenders, has agreed to provide such consent and to grant such limited waiver, in each case subject to and in accordance with the terms and conditions set forth herein.

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

SECTION 1 — DEFINED TERMS

Section 1.1. Defined Terms. As used in this Consent and Limited Waiver, the following terms shall have the meanings set forth below:

"Administrative Agent" means Standish National Bank, N.A., a national banking association organized under the laws of the United States, with its principal office at 280 Congress Street, Boston, Massachusetts 02210, acting in its capacity as administrative agent for the Lenders under the Credit Agreement.

"Borrower" means Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (Nasdaq ticker symbol: QIHC; Employer Identification Number: 83-2147605; Delaware Division of Corporations Entity File Number: 7234819), with its principal office at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. The Borrower's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

"Consent Effective Date" means the date on which all of the conditions precedent set forth in Section 5 hereof have been satisfied or waived in accordance with the terms thereof.

"Credit Agreement" means the Amended and Restated Credit Agreement, dated as of June 15, 2021, among the Borrower, the Lenders, and the Administrative Agent, as amended, restated, supplemented, or otherwise modified from time to time.

"MDLA" means the Master Data License Agreement to be entered into between the Borrower and Meridian Credit intelligence, Inc., as more fully described in Recital C hereof and in Exhibit A attached hereto.

"Meridian" means Meridian Credit intelligence, Inc., a corporation duly organized and existing under the laws of the State of Georgia (Georgia Secretary of State Control Number: 22049371; Employer Identification Number: 58-3891274), with its principal office at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326. Meridian's registered agent in the State of Georgia is Peach State Corporate Services LLC, 315 W. Ponce de Leon Avenue, Decatur, Georgia 30030.

"Required Lenders" has the meaning ascribed to such term in the Credit Agreement.

"Section 7.12(b)" means Section 7.12(b) of the Credit Agreement.

Section 1.2. Credit Agreement Definitions. All capitalized terms used but not otherwise defined in this Consent and Limited Waiver shall have the meanings ascribed to such terms in the Credit Agreement. The rules of construction set forth in the Credit Agreement shall apply to this Consent and Limited Waiver, mutatis mutandis.

SECTION 2 — CONSENT

Section 2.1. Grant of Consent. Subject to the terms and conditions of this Consent and Limited Waiver, and in reliance upon the representations and warranties of the Borrower set forth herein, the Administrative Agent, acting on behalf of itself and at the direction of the Required Lenders, hereby consents to the Borrower's entry into the MDLA with Meridian. The consent granted hereunder is with respect solely to the execution, delivery, and performance by the Borrower of the MDLA as described in Recital C hereof and in Exhibit A attached hereto, and shall not be deemed to constitute consent to any other license, sublicense, or similar arrangement with respect to intellectual Property to which Section 7.12(b) of the Credit Agreement may apply. The aggregate value of the MDLA for purposes of Section 7.12(b) shall not exceed Sixty Million Dollars ($60,000,000) over the five (5)-year initial term of the MDLA, exclusive of the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), with annual license fees not to exceed Ten Million Eight Hundred Thousand Dollars ($10,800,000) in Year 1 and Twelve Million Three Hundred Thousand Dollars ($12,300,000) in each of Years 2 through 5 of the initial term. For the avoidance of doubt, the consent granted under this Section 2.1 is limited to the specific MDLA transaction described herein and does not extend to any successor, replacement, or additional data-licensing arrangement, whether with Meridian or any other counterparty.

Section 2.2. Scope of Consent. The consent granted pursuant to Section 2.1 applies exclusively to the MDLA as described in Recital C hereof and Exhibit A attached hereto and is subject to the following limitations:

(a) The consent does not constitute consent to any renewal, extension, amendment, modification, supplement, or waiver of the MDLA that would (i) increase the aggregate value of the MDLA above Sixty Million Dollars ($60,000,000) (exclusive of the one-time implementation and integration fee of $1,500,000), (ii) extend the term of the MDLA beyond the initial five (5)-year period, or (iii) materially expand the scope of data products, services, or intellectual Property licensed thereunder. Any such renewal, extension, amendment, modification, supplement, or waiver shall require the further prior written consent of the Required Lenders in accordance with Section 7.12(b) of the Credit Agreement.

(b) The consent does not apply to any additional or successor data-licensing arrangements with Meridian or with any other person or entity, whether or not entered into in connection with or in replacement of the MDLA, which arrangements shall remain subject to the requirements of Section 7.12(b) of the Credit Agreement in all respects.

(c) Any data-volume overage charges incurred under the MDLA at the rate of $0.003 per record above five hundred million (500,000,000) records per month shall not be deemed to increase the aggregate value of the MDLA for purposes of this consent or the waiver set forth in Section 3, provided that such overage charges do not exceed $[●] in the aggregate over the five (5)-year initial term of the MDLA. In the event that aggregate overage charges exceed such cap, the Borrower shall be required to obtain the further prior written consent of the Required Lenders with respect to such excess amounts.

SECTION 3 — LIMITED WAIVER OF SECTION 7.12(b)

Section 3.1. Limited Waiver. Subject to the terms and conditions of this Consent and Limited Waiver, and in reliance upon the representations and warranties of the Borrower set forth herein, the Administrative Agent, acting at the direction of the Required Lenders, hereby waives compliance with the Twenty-Five Million Dollar ($25,000,000) aggregate value threshold set forth in Section 7.12(b) of the Credit Agreement solely with respect to the Borrower's entry into, execution, delivery, and performance of its obligations under, the MDLA. This waiver is limited and specific to the MDLA as described in Recital C hereof and in Exhibit A attached hereto. This waiver does not constitute a waiver of Section 7.12(b) with respect to any other present or future license, sublicense, or similar arrangement with respect to intellectual Property, whether entered into by the Borrower or any of its Subsidiaries. Section 7.12(b) of the Credit Agreement shall remain in full force and effect for all purposes other than with respect to the MDLA as specifically described herein, and the Borrower shall remain obligated to comply with Section 7.12(b) in all other respects, including with respect to any other license, sublicense, or similar arrangement with respect to intellectual Property having an aggregate value in excess of $25,000,000.

Section 3.2. No Precedent; Reservation of Rights. The limited waiver granted pursuant to Section 3.1 shall not be deemed to establish a custom or course of dealing among the parties hereto, and shall not constitute a waiver of (a) any other provision, term, or condition of the Credit Agreement or any other Loan Document, (b) any Default or Event of Default (whether or not known to the Administrative Agent or any Lender) that may exist or hereafter arise under the Credit Agreement or any other Loan Document, or (c) any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement, any other Loan Document, or applicable law. Nothing in this Consent and Limited Waiver shall be construed as an agreement, commitment, or obligation of the Administrative Agent or any Lender to grant any future consent, waiver, or amendment under Section 7.12(b) or any other provision of the Credit Agreement or any other Loan Document, whether in connection with the MDLA or otherwise. The Administrative Agent and the Lenders expressly reserve all of their rights and remedies under the Credit Agreement, the other Loan Documents, and applicable law.

SECTION 4 — REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows, each of which representations and warranties shall be deemed to be made as of the date hereof and as of the Consent Effective Date:

Section 4.1. Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own its properties, to carry on its business as now conducted, and to execute, deliver, and perform its obligations under this Consent and Limited Waiver and the MDLA. The Borrower is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

Section 4.2. Authorization; No Conflict. The execution, delivery, and performance by the Borrower of this Consent and Limited Waiver and the MDLA have been duly authorized by all necessary corporate action on the part of the Borrower, including any required approval of the Board of Directors of the Borrower. No further corporate proceedings on the part of the Borrower are necessary to authorize the execution, delivery, or performance of this Consent and Limited Waiver or the MDLA. Neither the execution, delivery, nor the performance by the Borrower of the MDLA or this Consent and Limited Waiver will (a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of the Borrower, (b) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, any material agreement, indenture, instrument, or other obligation to which the Borrower is a party or by which the Borrower or any of its properties or assets is bound (other than the covenant set forth in Section 7.12(b) of the Credit Agreement, which is being waived hereunder), (c) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Borrower (other than liens permitted under the Credit Agreement), or (d) violate any applicable law, rule, regulation, order, judgment, decree, or governmental requirement binding on the Borrower or any of its properties or assets.

Section 4.3. No Default. No Default or Event of Default has occurred and is continuing under the Credit Agreement as of the date hereof, or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver. The Borrower is in compliance with all of the terms, covenants, and conditions of the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, all financial covenants set forth in Article VII of the Credit Agreement (other than Section 7.12(b) solely to the extent waived hereunder).

Section 4.4. Accuracy of Recitals. The recitals set forth in this Consent and Limited Waiver, including without limitation the description of the MDLA, the aggregate value thereof (Sixty Million Dollars ($60,000,000)), the identity and description of Meridian, and the data products to be licensed (MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™, with their respective approximate record volumes), are true, correct, and complete in all material respects as of the date hereof. The description of the MDLA set forth in Exhibit A attached hereto is true, correct, and complete in all material respects.

Section 4.5. Representations Under Credit Agreement. The representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material respects as of the Consent Effective Date (or, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, true and correct in all respects), except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.

Section 4.6. No Material Adverse Change. Since the date of the most recent financial statements delivered by the Borrower to the Administrative Agent pursuant to the Credit Agreement, no event, condition, or circumstance has occurred or exists that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Credit Agreement).

SECTION 5 — CONDITIONS PRECEDENT TO EFFECTIVENESS

The consent granted in Section 2 and the limited waiver granted in Section 3 shall not become effective until the date (the "Consent Effective Date") on which each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent (acting at the direction of the Required Lenders):

Section 5.1. Execution and Delivery. The Administrative Agent shall have received counterparts of this Consent and Limited Waiver duly executed and delivered by the Borrower, the Administrative Agent, and Lenders constituting the Required Lenders under the Credit Agreement. Each such counterpart shall bear the original or facsimile signature (or electronic signature compliant with applicable law) of the party executing the same.

Section 5.2. MDLA Copy. The Administrative Agent shall have received a true, correct, and complete copy of the MDLA in substantially final form (or, if available, the execution version thereof), including all schedules, exhibits, annexes, and addenda thereto, including without limitation: (a) the Data Security Addendum; (b) the Data Processing Agreement; (c) the Service Level Agreement; (d) Technical Schedule A (setting forth technical specifications for data delivery, API access, batch processing parameters, and system integration requirements); and (e) the FCRA Permissible Purpose Certification. Such copy shall be certified by a duly authorized officer of the Borrower as true, correct, and complete.

Section 5.3. Board Authorization. The Administrative Agent shall have received a certified copy of the resolutions duly adopted by the Board of Directors of the Borrower (or a duly authorized committee thereof) authorizing: (a) the execution, delivery, and performance by the Borrower of the MDLA and the transactions contemplated thereby; and (b) the execution, delivery, and performance by the Borrower of this Consent and Limited Waiver. Such certified copy shall be accompanied by a certificate of the Secretary or an Assistant Secretary of the Borrower certifying that such resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the Consent Effective Date.

Section 5.4. Officer's Certificate. The Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower (in form and substance reasonably satisfactory to the Administrative Agent), dated as of the Consent Effective Date, (i) certifying the accuracy and completeness of the representations and warranties of the Borrower set forth in Section 4 hereof as of the Consent Effective Date, (ii) certifying that no Default or Event of Default has occurred and is continuing as of the Consent Effective Date (or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver), and (iii) attaching thereto a copy of the Secretary's Certificate of the Borrower, including specimen signatures of the officers of the Borrower authorized to execute this Consent and Limited Waiver and the MDLA on behalf of the Borrower.

Section 5.5. Legal Opinion. The Administrative Agent shall have received a written legal opinion of Calderwood & Harkness LLP, counsel to the Borrower (with offices at 425 Park Avenue, New York, New York 10022), addressed to the Administrative Agent and the Lenders, dated as of the Consent Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, addressing: (a) the due organization and valid existence of the Borrower; (b) the corporate power and authority of the Borrower to execute, deliver, and perform the MDLA and this Consent and Limited Waiver; (c) the due authorization, execution, and delivery by the Borrower of the MDLA and this Consent and Limited Waiver; (d) the enforceability of the MDLA and this Consent and Limited Waiver against the Borrower in accordance with their respective terms; and (e) the absence of conflicts between the execution, delivery, and performance of the MDLA and this Consent and Limited Waiver, on the one hand, and the Borrower's organizational documents, applicable laws, and material agreements, on the other hand. Such opinion may contain customary assumptions, qualifications, and exceptions.

Section 5.6. Insurance Confirmation. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower maintains insurance coverage consistent with the requirements of the Credit Agreement, including without limitation: (a) commercial general liability insurance in an amount not less than Five Million Dollars ($5,000,000) per occurrence; and (b) cyber liability insurance (including coverage for data breach, network security liability, and regulatory proceedings) in an amount not less than Fifty Million Dollars ($50,000,000) in the aggregate. Such evidence shall include certificates of insurance issued by the applicable insurance carriers or brokers and shall name the Administrative Agent as an additional insured or loss payee, as applicable.

Section 5.7. No Default. No Default or Event of Default shall have occurred and be continuing as of the Consent Effective Date, or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver.

Section 5.8. Fees and Expenses. The Borrower shall have paid or caused to be paid all fees and expenses of the Administrative Agent incurred in connection with the preparation, negotiation, execution, and delivery of this Consent and Limited Waiver, including without limitation the reasonable and documented fees, charges, and disbursements of counsel to the Administrative Agent, in each case to the extent invoiced at least two (2) business days prior to the Consent Effective Date.

SECTION 6 — COVENANTS

The Borrower hereby covenants and agrees with the Administrative Agent and each Lender as follows:

Section 6.1. Notification of Material Amendments. The Borrower shall promptly (and in any event within ten (10) business days) notify the Administrative Agent in writing of any material amendment, modification, supplement, restatement, or waiver to or of the MDLA, including without limitation any change that would: (i) increase the aggregate value of the MDLA above Sixty Million Dollars ($60,000,000) (exclusive of the one-time implementation and integration fee of $1,500,000); (ii) extend the term of the MDLA beyond the initial five (5)-year period; (iii) materially change the scope, volume, or nature of the data products licensed thereunder; (iv) materially alter the intellectual property ownership, derived-data, or work-product provisions of the MDLA; (v) change the governing law of the MDLA; or (vi) result in a material increase in the Borrower's payment obligations or other liabilities thereunder. For the avoidance of doubt, any amendment, modification, supplement, or waiver described in clauses (i) or (ii) above shall require the further prior written consent of the Required Lenders in accordance with Section 7.12(b) of the Credit Agreement.

Section 6.2. Compliance with MDLA. The Borrower shall perform and comply in all material respects with all of its obligations under the MDLA in accordance with the terms thereof. The Borrower shall promptly notify the Administrative Agent in writing of (a) any material default or event of default by the Borrower or by Meridian under the MDLA, (b) any termination, cancellation, or material suspension of the MDLA or any data product licensed thereunder, and (c) any claim, demand, or proceeding by or against the Borrower arising out of or relating to the MDLA that could reasonably be expected to have a Material Adverse Effect.

Section 6.3. Delivery of MDLA Execution Copy. Within five (5) business days following the execution of the MDLA by the Borrower and Meridian, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent a true, correct, and complete copy of the fully executed MDLA (including all schedules, exhibits, annexes, and addenda thereto), certified by a duly authorized officer of the Borrower.

Section 6.4. Annual Reporting. The Borrower shall include in each annual compliance certificate delivered to the Administrative Agent pursuant to the Credit Agreement (commencing with the first such compliance certificate delivered following the execution of the MDLA) the following information: (a) a certification that the MDLA remains in full force and effect and that no material default or event of default by the Borrower or by Meridian has occurred and is continuing thereunder (or, if any such material default or event of default has occurred, a reasonably detailed description thereof); (b) a summary of the aggregate fees paid by the Borrower under the MDLA during the preceding fiscal year, including a breakdown of quarterly license fee payments and any overage charges incurred; and (c) a certification that the aggregate value of the MDLA has not exceeded, and is not reasonably expected to exceed, the amounts contemplated by this Consent and Limited Waiver.

SECTION 7 — REAFFIRMATION

Section 7.1. Reaffirmation of Credit Agreement. The Borrower hereby reaffirms all of its obligations under the Credit Agreement and each other Loan Document (as defined in the Credit Agreement) to which it is a party, and confirms that the Credit Agreement and each such other Loan Document remain in full force and effect and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, the Borrower acknowledges and agrees that nothing in this Consent and Limited Waiver shall be deemed to modify, amend, or supplement the Credit Agreement or any other Loan Document, except to the extent expressly set forth herein with respect to the limited waiver of Section 7.12(b) solely as it relates to the MDLA.

Section 7.2. Reaffirmation of Security Interests. To the extent applicable, the Borrower hereby reaffirms the grant of security interests, liens, and pledges in favor of the Administrative Agent for the benefit of the Lenders as set forth in the Credit Agreement and each other Loan Document, and confirms that such security interests, liens, and pledges remain in full force and effect and continue to secure the Obligations (as defined in the Credit Agreement). The Borrower acknowledges and agrees that none of the actions taken pursuant to this Consent and Limited Waiver, including the Borrower's entry into the MDLA, shall in any way impair, diminish, or otherwise adversely affect the security interests, liens, and pledges granted under the Credit Agreement or any other Loan Document.

Section 7.3. No Novation. This Consent and Limited Waiver does not constitute a novation of the Credit Agreement or any other Loan Document. The Credit Agreement and the other Loan Documents shall continue to be in full force and effect as modified solely by this Consent and Limited Waiver. This Consent and Limited Waiver shall constitute a "Loan Document" as defined in, and for all purposes under, the Credit Agreement.

SECTION 8 — MISCELLANEOUS PROVISIONS

Section 8.1. Governing Law. THIS CONSENT AND LIMITED WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS-OF-LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION), CONSISTENT WITH SECTION [●] OF THE CREDIT AGREEMENT. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND LIMITED WAIVER, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

Section 8.2. Counterparts. This Consent and Limited Waiver may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent and Limited Waiver by facsimile transmission or by electronic transmission (including in portable document format (.pdf) or by any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law) shall be effective as delivery of a manually executed counterpart hereof.

Section 8.3. Entire Agreement. This Consent and Limited Waiver, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and communications, both written and oral, with respect to such subject matter. There are no oral agreements among the parties hereto relating to the subject matter of this Consent and Limited Waiver.

Section 8.4. Headings. The section headings and other headings contained in this Consent and Limited Waiver are for convenience of reference only, shall not be deemed to be a part hereof, and shall not affect the construction or interpretation of any provision of this Consent and Limited Waiver.

Section 8.5. Severability. If any provision of this Consent and Limited Waiver is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Consent and Limited Waiver shall be reformed, construed, and enforced in such jurisdiction to the extent possible to give effect to the intent of the parties hereto. If a court of competent jurisdiction determines that any provision of this Consent and Limited Waiver is invalid, illegal, or unenforceable, such court may modify such provision to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the original intent of the parties hereto.

Section 8.6. Successors and Assigns. This Consent and Limited Waiver shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender that is a party hereto, and their respective successors and permitted assigns. Nothing in this Consent and Limited Waiver, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Consent and Limited Waiver.

Section 8.7. Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Consent and Limited Waiver shall be given in accordance with the notice provisions set forth in the Credit Agreement. For purposes of this Section 8.7, the following addresses shall apply:

If to the Borrower:

Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901

Attention: Carolyn Whitford, General Counsel & Executive Vice President

Telephone: [●]

Email: [●]

with a copy (which shall not constitute notice) to:

Gregory Stahl, Vice President, Legal Affairs (at the same address) Telephone: [●]

Email: [●]

If to the Administrative Agent:

Standish National Bank, N.A. 280 Congress Street Boston, Massachusetts 02210

Attention: Philip Yardley, Relationship Manager

Telephone: [●]

Email: [●]

Section 8.8. Amendment and Modification. This Consent and Limited Waiver may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Borrower, the Administrative Agent, and the Required Lenders (or, if required by the Credit Agreement, all Lenders). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

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SIGNATURE PAGES

CONSENT AND LIMITED WAIVER Under the Amended and Restated Credit Agreement, dated as of June 15, 2021

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Limited Waiver to be executed and delivered by their respective duly authorized officers as of the date first written above.

BORROWER:

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: [●]

Title: [●]

Date: ________

ADMINISTRATIVE AGENT:

STANDISH NATIONAL BANK, N.A., as Administrative Agent

By: ________

Name: Philip Yardley

Title: Relationship Manager

Date: ________

REQUIRED LENDERS:

[LENDER NAME]

By: ________

Name: ________

Title: ________

Date: ________

[LENDER NAME]

By: ________

Name: ________

Title: ________

Date: ________

[LENDER NAME]

By: ________

Name: ________

Title: ________

Date: ________

[LENDER NAME]

By: ________

Name: ________

Title: ________

Date: ________

[Additional Lender signature pages to be inserted as necessary to constitute the Required Lenders under the Credit Agreement.]

EXHIBIT A

DESCRIPTION OF THE MASTER DATA LICENSE AGREEMENT (MDLA)

The following is a summary description of the material terms of the Master Data License Agreement (the "MDLA") to be entered into between the Borrower and Meridian, as referenced in this Consent and Limited Waiver. This Exhibit A is provided for informational purposes in connection with the consent and limited waiver granted herein and is qualified in its entirety by reference to the terms of the MDLA itself.

1. Parties.

(a) Licensee: Quorum Insurance Holdings Corp., a Delaware corporation, with its principal office at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901.

(b) Licensor: Meridian Credit intelligence, Inc., a Georgia corporation, with its principal office at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326.

2. Subject Matter. The MDLA constitutes an enterprise data-licensing arrangement pursuant to which Meridian will license to the Borrower certain proprietary data products for use in the Borrower's insurance operations, including automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across the Borrower's property and casualty, life, and specialty insurance lines of business.

3. Licensed Data Products. The MDLA covers the following Meridian data products:

4. Estimated Monthly Volume. Approximately four hundred thirty-seven million (437,000,000) records per month, representing approximately 87.4% of the five hundred million (500,000,000) record base tier under the MDLA.

5. Term. Five (5) years from the effective date of the MDLA.

6. Aggregate License Fees. Sixty Million Dollars ($60,000,000) over the five (5)-year initial term, structured as follows:

The reduced Year 1 annual fee reflects a six (6)-month implementation and ramp-up period during which the Borrower will complete technical integration and begin utilizing the licensed data products.

7. Implementation Fee. A one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable outside and in addition to the aggregate license fees described above. The implementation fee covers Meridian's costs associated with technical onboarding, API configuration, data-mapping, testing, and initial production deployment.

8. Payment Terms. Quarterly in advance. Year 1 quarterly installments of Two Million Seven Hundred Thousand Dollars ($2,700,000); Years 2 through 5 quarterly installments of Three Million Seventy-Five Thousand Dollars ($3,075,000).

9. Late Payment Interest. 1.5% per month (equivalent to 18% per annum) on overdue amounts, calculated from the date such payment was due until the date of actual payment.

10. Data-Volume Overage Rate. $0.003 per record above five hundred million (500,000,000) records per month.

11. Governing Law. The MDLA is governed by, and construed in accordance with, the laws of the State of New York.

12. Ancillary Documents. The MDLA includes the following ancillary documents, each of which is incorporated therein by reference:

(a) Data Security Addendum — setting forth Meridian's and the Borrower's respective obligations regarding information security controls, encryption standards, access controls, incident response, and data-breach notification procedures;

(b) Data Processing Agreement — addressing the parties' respective roles and obligations under applicable data privacy and protection laws, including with respect to the processing, storage, and transfer of personal data and personally identifiable information;

(c) Service Level Agreement — establishing the performance standards, availability commitments, uptime guarantees, support response times, and remedies (including service credits) applicable to Meridian's delivery of the licensed data products;

(d) Technical Schedule A — containing detailed technical specifications for data delivery, including API endpoint configurations, batch file formats, transfer protocols, system integration requirements, data-refresh frequencies, and testing and acceptance procedures; and

(e) FCRA Permissible Purpose Certification — containing the Borrower's certification of its permissible purposes under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., for accessing and using consumer credit data furnished by Meridian.

[End of Exhibit A]

DRAFTING NOTES / INTERNAL ANNOTATIONS FOR CALDERWOOD & HARKNESS LLP FILE ONLY — NOT PART OF EXECUTION VERSION

C&H Matter No. 1025-00008

1. This Consent and Limited Waiver was drafted by Marcus Weill (Associate, Corporate/Commercial Group), Calderwood & Harkness LLP, in December 2022, in connection with Quorum Insurance Holdings Corp.'s proposed entry into the Master Data License Agreement with Meridian Credit intelligence, Inc.

2. This draft has been coordinated with Nathaniel Bower (Billing Partner, Bankruptcy & Restructuring Group) with respect to the interpretation of the Credit Agreement covenants and the structuring of the covenant waiver. Per the memorandum dated November 2022 (Weill/Bower) regarding structuring alternatives to mitigate the Section 7.12(b) covenant trigger, a direct lender consent and limited waiver was determined to be the most prudent path. Alternative approaches considered and rejected included: (a) splitting the data license across Quorum subsidiaries to maintain each sublicense below the $25,000,000 threshold; and (b) a phased commitment structure under which the MDLA's aggregate value would be structured below the threshold in each commitment period. Both alternatives were rejected on the basis of operational complexity, potential characterization risk under the Credit Agreement's anti-evasion provisions, and potential challenges from the Administrative Agent.

3. The MDLA remains subject to ongoing negotiation between the Borrower and Meridian. This Consent and Limited Waiver is prepared in draft form for use upon finalization of the MDLA terms and is subject to revision as the MDLA terms are settled.

4. Open Items to Finalize Before Submission to Standish National Bank:

(a) Aggregate overage charge cap for purposes of Section 2.2(c) — blank to be negotiated with Standish (Philip Yardley); (b) Identity of authorized signatory for Borrower signature block — pending Quorum board resolution (coordinate with Carolyn Whitford, General Counsel); (c) Confirmation of Required Lender identity and signature requirements under the Credit Agreement (request syndicate breakdown from Standish); (d) Execution dating (Section heading date and signature page dates).

5. A follow-up letter to Standish re: status of the consent request was sent in February 2023, addressed to Philip Yardley.

6. Supplemental documentation that may be required or requested by Standish in connection with the conditions precedent:

(a) SOC 2 Type II report of the Borrower's external auditor, Felton Thorpe & Co. LLP (185 Asylum Street, Hartford, CT 06103), for the period ending December 31, 2023; (b) SOC 2 Type II report of Meridian's external auditor, Galloway Nash LLP (191 Peachtree Street NE, Suite 4000, Atlanta, GA 30303), for the period ending March 31, 2023.

7. Cross-references for file: Quorum Nasdaq ticker: QIHC; Quorum EIN: 83-2147605; Quorum DE Entity File No.: 7234819; Meridian GA Control No.: 22049371; Meridian EIN: 58-3891274.

Data Product	Description	Approximate Volume	Delivery Method
MCI Consumer Credit File™	Consumer credit-file data	~310,000,000 consumer records	Daily batch + real-time API
MCI CommercialView™	Commercial credit data	~42,000,000 business records	Weekly batch
MCI AltSignal™	Consumer alternative-data feeds	~85,000,000 consumer alt-data records	Daily batch
Period	Annual Fee	Quarterly Installment	Annual Subtotal
Year 1	$10,800,000	$2,700,000	$10,800,000
Year 2	$12,300,000	$3,075,000	$12,300,000
Year 3	$12,300,000	$3,075,000	$12,300,000
Year 4	$12,300,000	$3,075,000	$12,300,000
Year 5	$12,300,000	$3,075,000	$12,300,000
Total	$60,000,000

CONFIDENTIAL — DRAFT PREPARED BY CALDERWOOD & HARKNESS LLP — FOR DISCUSSION PURPOSES ONLY
C&H Matter No. 1025-00008 Prepared: December 2022
Draft: Marcus Weill Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
CONSENT AND LIMITED WAIVER
Under the Amended and Restated Credit Agreement, dated as of June 15, 2021
among
Quorum Insurance Holdings Corp., as Borrower,
the Lenders party thereto,
and
Standish National Bank, N.A., as Administrative Agent
Dated as of [●], 202[●]
CONSENT AND LIMITED WAIVER
This CONSENT AND LIMITED WAIVER (this "Consent and Limited Waiver"), dated as of [●], 202[●], is entered into by and among Quorum Insurance Holdings Corp., a Delaware corporation (the "Borrower"), Standish National Bank, N.A., a national banking association organized under the laws of the United States, as administrative agent (in such capacity, the "Administrative Agent"), and each of the undersigned Lenders constituting the Required Lenders under (and as defined in) the Credit Agreement referred to below.
RECITALS
A. Reference is made to the Amended and Restated Credit Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), the several banks and other financial institutions or entities from time to time party thereto (the "Lenders"), and Standish National Bank, N.A., a national banking association organized under the laws of the United States with its principal office located at 280 Congress Street, Boston, Massachusetts 02210 (in its capacity as administrative agent for the Lenders, the "Administrative Agent"). The Credit Agreement provides for, among other things, a revolving credit facility in the aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000). Capitalized terms used but not otherwise defined in this Consent and Limited Waiver shall have the respective meanings ascribed to such terms in the Credit Agreement.
B. Section 7.12(b) of the Credit Agreement provides, in relevant part, as follows:
"The Borrower shall not enter into any license, sublicense, or similar arrangement with respect to intellectual Property having an aggregate value in excess of $25,000,000 without the prior written consent of the Required Lenders."
Section 7.12(b) constitutes a negative covenant restricting the Borrower's ability to enter into any license, sublicense, or similar arrangement with respect to intellectual Property where the aggregate value of such arrangement exceeds Twenty-Five Million Dollars ($25,000,000) without the prior written consent of the Required Lenders.
C. The Borrower desires to enter into a Master Data License Agreement (the "MDLA") with Meridian Credit intelligence, Inc., a corporation organized and existing under the laws of the State of Georgia ("Meridian"), with its principal office and headquarters located at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326. The MDLA contemplates an enterprise data-licensing arrangement pursuant to which Meridian will license to the Borrower: (i) consumer credit-file data (the product known as MCI Consumer Credit File™, encompassing approximately three hundred ten million (310,000,000) consumer records); (ii) commercial credit data (the product known as MCI CommercialView™, encompassing approximately forty-two million (42,000,000) business records); and (iii) alternative-data feeds (the product known as MCI AltSignal™, encompassing approximately eighty-five million (85,000,000) consumer alternative-data records), in each case for use in the Borrower's automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across the Borrower's property and casualty, life, and specialty insurance lines of business. The MDLA provides for a five (5)-year initial term from the effective date thereof. The aggregate value of the MDLA over the initial five-year term is Sixty Million Dollars ($60,000,000), consisting of: (a) a Year 1 annual license fee of Ten Million Eight Hundred Thousand Dollars ($10,800,000), payable in quarterly installments of Two Million Seven Hundred Thousand Dollars ($2,700,000) in advance, reflecting a six (6)-month implementation and ramp period; and (b) annual license fees of Twelve Million Three Hundred Thousand Dollars ($12,300,000) in each of Years 2 through 5, payable in quarterly installments of Three Million Seventy-Five Thousand Dollars ($3,075,000) in advance (aggregating Forty-Nine Million Two Hundred Thousand Dollars ($49,200,000) over such four-year period). In addition, the MDLA provides for a separate one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable outside and in addition to the Sixty Million Dollar ($60,000,000) aggregate license value. The aggregate value of the MDLA ($60,000,000) exceeds the Twenty-Five Million Dollar ($25,000,000) threshold set forth in Section 7.12(b) of the Credit Agreement by Thirty-Five Million Dollars ($35,000,000).
D. The Borrower has requested that the Administrative Agent and the Required Lenders (i) consent to the Borrower's entry into the MDLA with Meridian and (ii) grant a limited waiver of the Twenty-Five Million Dollar ($25,000,000) aggregate value threshold in Section 7.12(b) of the Credit Agreement solely with respect to the MDLA and the Borrower's execution, delivery, and performance of its obligations thereunder. In connection with such request, the Borrower delivered a consent request letter, dated November 2022, addressed to Philip Yardley, Relationship Manager, Standish National Bank, N.A., setting forth the material terms of the proposed MDLA and the basis for the Borrower's request.
E. The Administrative Agent, acting on behalf of itself and at the direction of the Required Lenders, has agreed to provide such consent and to grant such limited waiver, in each case subject to and in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1 — DEFINED TERMS
Section 1.1. Defined Terms. As used in this Consent and Limited Waiver, the following terms shall have the meanings set forth below:
"Administrative Agent" means Standish National Bank, N.A., a national banking association organized under the laws of the United States, with its principal office at 280 Congress Street, Boston, Massachusetts 02210, acting in its capacity as administrative agent for the Lenders under the Credit Agreement.
"Borrower" means Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (Nasdaq ticker symbol: QIHC; Employer Identification Number: 83-2147605; Delaware Division of Corporations Entity File Number: 7234819), with its principal office at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901. The Borrower's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
"Consent Effective Date" means the date on which all of the conditions precedent set forth in Section 5 hereof have been satisfied or waived in accordance with the terms thereof.
"Credit Agreement" means the Amended and Restated Credit Agreement, dated as of June 15, 2021, among the Borrower, the Lenders, and the Administrative Agent, as amended, restated, supplemented, or otherwise modified from time to time.
"MDLA" means the Master Data License Agreement to be entered into between the Borrower and Meridian Credit intelligence, Inc., as more fully described in Recital C hereof and in Exhibit A attached hereto.
"Meridian" means Meridian Credit intelligence, Inc., a corporation duly organized and existing under the laws of the State of Georgia (Georgia Secretary of State Control Number: 22049371; Employer Identification Number: 58-3891274), with its principal office at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326. Meridian's registered agent in the State of Georgia is Peach State Corporate Services LLC, 315 W. Ponce de Leon Avenue, Decatur, Georgia 30030.
"Required Lenders" has the meaning ascribed to such term in the Credit Agreement.
"Section 7.12(b)" means Section 7.12(b) of the Credit Agreement.
Section 1.2. Credit Agreement Definitions. All capitalized terms used but not otherwise defined in this Consent and Limited Waiver shall have the meanings ascribed to such terms in the Credit Agreement. The rules of construction set forth in the Credit Agreement shall apply to this Consent and Limited Waiver, mutatis mutandis.
SECTION 2 — CONSENT
Section 2.1. Grant of Consent. Subject to the terms and conditions of this Consent and Limited Waiver, and in reliance upon the representations and warranties of the Borrower set forth herein, the Administrative Agent, acting on behalf of itself and at the direction of the Required Lenders, hereby consents to the Borrower's entry into the MDLA with Meridian. The consent granted hereunder is with respect solely to the execution, delivery, and performance by the Borrower of the MDLA as described in Recital C hereof and in Exhibit A attached hereto, and shall not be deemed to constitute consent to any other license, sublicense, or similar arrangement with respect to intellectual Property to which Section 7.12(b) of the Credit Agreement may apply. The aggregate value of the MDLA for purposes of Section 7.12(b) shall not exceed Sixty Million Dollars ($60,000,000) over the five (5)-year initial term of the MDLA, exclusive of the one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), with annual license fees not to exceed Ten Million Eight Hundred Thousand Dollars ($10,800,000) in Year 1 and Twelve Million Three Hundred Thousand Dollars ($12,300,000) in each of Years 2 through 5 of the initial term. For the avoidance of doubt, the consent granted under this Section 2.1 is limited to the specific MDLA transaction described herein and does not extend to any successor, replacement, or additional data-licensing arrangement, whether with Meridian or any other counterparty.
Section 2.2. Scope of Consent. The consent granted pursuant to Section 2.1 applies exclusively to the MDLA as described in Recital C hereof and Exhibit A attached hereto and is subject to the following limitations:
(a) The consent does not constitute consent to any renewal, extension, amendment, modification, supplement, or waiver of the MDLA that would (i) increase the aggregate value of the MDLA above Sixty Million Dollars ($60,000,000) (exclusive of the one-time implementation and integration fee of $1,500,000), (ii) extend the term of the MDLA beyond the initial five (5)-year period, or (iii) materially expand the scope of data products, services, or intellectual Property licensed thereunder. Any such renewal, extension, amendment, modification, supplement, or waiver shall require the further prior written consent of the Required Lenders in accordance with Section 7.12(b) of the Credit Agreement.
(b) The consent does not apply to any additional or successor data-licensing arrangements with Meridian or with any other person or entity, whether or not entered into in connection with or in replacement of the MDLA, which arrangements shall remain subject to the requirements of Section 7.12(b) of the Credit Agreement in all respects.
(c) Any data-volume overage charges incurred under the MDLA at the rate of $0.003 per record above five hundred million (500,000,000) records per month shall not be deemed to increase the aggregate value of the MDLA for purposes of this consent or the waiver set forth in Section 3, provided that such overage charges do not exceed $[●] in the aggregate over the five (5)-year initial term of the MDLA. In the event that aggregate overage charges exceed such cap, the Borrower shall be required to obtain the further prior written consent of the Required Lenders with respect to such excess amounts.
SECTION 3 — LIMITED WAIVER OF SECTION 7.12(b)
Section 3.1. Limited Waiver. Subject to the terms and conditions of this Consent and Limited Waiver, and in reliance upon the representations and warranties of the Borrower set forth herein, the Administrative Agent, acting at the direction of the Required Lenders, hereby waives compliance with the Twenty-Five Million Dollar ($25,000,000) aggregate value threshold set forth in Section 7.12(b) of the Credit Agreement solely with respect to the Borrower's entry into, execution, delivery, and performance of its obligations under, the MDLA. This waiver is limited and specific to the MDLA as described in Recital C hereof and in Exhibit A attached hereto. This waiver does not constitute a waiver of Section 7.12(b) with respect to any other present or future license, sublicense, or similar arrangement with respect to intellectual Property, whether entered into by the Borrower or any of its Subsidiaries. Section 7.12(b) of the Credit Agreement shall remain in full force and effect for all purposes other than with respect to the MDLA as specifically described herein, and the Borrower shall remain obligated to comply with Section 7.12(b) in all other respects, including with respect to any other license, sublicense, or similar arrangement with respect to intellectual Property having an aggregate value in excess of $25,000,000.
Section 3.2. No Precedent; Reservation of Rights. The limited waiver granted pursuant to Section 3.1 shall not be deemed to establish a custom or course of dealing among the parties hereto, and shall not constitute a waiver of (a) any other provision, term, or condition of the Credit Agreement or any other Loan Document, (b) any Default or Event of Default (whether or not known to the Administrative Agent or any Lender) that may exist or hereafter arise under the Credit Agreement or any other Loan Document, or (c) any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement, any other Loan Document, or applicable law. Nothing in this Consent and Limited Waiver shall be construed as an agreement, commitment, or obligation of the Administrative Agent or any Lender to grant any future consent, waiver, or amendment under Section 7.12(b) or any other provision of the Credit Agreement or any other Loan Document, whether in connection with the MDLA or otherwise. The Administrative Agent and the Lenders expressly reserve all of their rights and remedies under the Credit Agreement, the other Loan Documents, and applicable law.
SECTION 4 — REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows, each of which representations and warranties shall be deemed to be made as of the date hereof and as of the Consent Effective Date:
Section 4.1. Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own its properties, to carry on its business as now conducted, and to execute, deliver, and perform its obligations under this Consent and Limited Waiver and the MDLA. The Borrower is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
Section 4.2. Authorization; No Conflict. The execution, delivery, and performance by the Borrower of this Consent and Limited Waiver and the MDLA have been duly authorized by all necessary corporate action on the part of the Borrower, including any required approval of the Board of Directors of the Borrower. No further corporate proceedings on the part of the Borrower are necessary to authorize the execution, delivery, or performance of this Consent and Limited Waiver or the MDLA. Neither the execution, delivery, nor the performance by the Borrower of the MDLA or this Consent and Limited Waiver will (a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of the Borrower, (b) result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, any material agreement, indenture, instrument, or other obligation to which the Borrower is a party or by which the Borrower or any of its properties or assets is bound (other than the covenant set forth in Section 7.12(b) of the Credit Agreement, which is being waived hereunder), (c) result in the creation or imposition of any lien, charge, or encumbrance upon any property or asset of the Borrower (other than liens permitted under the Credit Agreement), or (d) violate any applicable law, rule, regulation, order, judgment, decree, or governmental requirement binding on the Borrower or any of its properties or assets.
Section 4.3. No Default. No Default or Event of Default has occurred and is continuing under the Credit Agreement as of the date hereof, or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver. The Borrower is in compliance with all of the terms, covenants, and conditions of the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, all financial covenants set forth in Article VII of the Credit Agreement (other than Section 7.12(b) solely to the extent waived hereunder).
Section 4.4. Accuracy of Recitals. The recitals set forth in this Consent and Limited Waiver, including without limitation the description of the MDLA, the aggregate value thereof (Sixty Million Dollars ($60,000,000)), the identity and description of Meridian, and the data products to be licensed (MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™, with their respective approximate record volumes), are true, correct, and complete in all material respects as of the date hereof. The description of the MDLA set forth in Exhibit A attached hereto is true, correct, and complete in all material respects.
Section 4.5. Representations Under Credit Agreement. The representations and warranties of the Borrower contained in the Credit Agreement and each other Loan Document to which the Borrower is a party are true and correct in all material respects as of the Consent Effective Date (or, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, true and correct in all respects), except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.
Section 4.6. No Material Adverse Change. Since the date of the most recent financial statements delivered by the Borrower to the Administrative Agent pursuant to the Credit Agreement, no event, condition, or circumstance has occurred or exists that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the Credit Agreement).
SECTION 5 — CONDITIONS PRECEDENT TO EFFECTIVENESS
The consent granted in Section 2 and the limited waiver granted in Section 3 shall not become effective until the date (the "Consent Effective Date") on which each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent (acting at the direction of the Required Lenders):
Section 5.1. Execution and Delivery. The Administrative Agent shall have received counterparts of this Consent and Limited Waiver duly executed and delivered by the Borrower, the Administrative Agent, and Lenders constituting the Required Lenders under the Credit Agreement. Each such counterpart shall bear the original or facsimile signature (or electronic signature compliant with applicable law) of the party executing the same.
Section 5.2. MDLA Copy. The Administrative Agent shall have received a true, correct, and complete copy of the MDLA in substantially final form (or, if available, the execution version thereof), including all schedules, exhibits, annexes, and addenda thereto, including without limitation: (a) the Data Security Addendum; (b) the Data Processing Agreement; (c) the Service Level Agreement; (d) Technical Schedule A (setting forth technical specifications for data delivery, API access, batch processing parameters, and system integration requirements); and (e) the FCRA Permissible Purpose Certification. Such copy shall be certified by a duly authorized officer of the Borrower as true, correct, and complete.
Section 5.3. Board Authorization. The Administrative Agent shall have received a certified copy of the resolutions duly adopted by the Board of Directors of the Borrower (or a duly authorized committee thereof) authorizing: (a) the execution, delivery, and performance by the Borrower of the MDLA and the transactions contemplated thereby; and (b) the execution, delivery, and performance by the Borrower of this Consent and Limited Waiver. Such certified copy shall be accompanied by a certificate of the Secretary or an Assistant Secretary of the Borrower certifying that such resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the Consent Effective Date.
Section 5.4. Officer's Certificate. The Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower (in form and substance reasonably satisfactory to the Administrative Agent), dated as of the Consent Effective Date, (i) certifying the accuracy and completeness of the representations and warranties of the Borrower set forth in Section 4 hereof as of the Consent Effective Date, (ii) certifying that no Default or Event of Default has occurred and is continuing as of the Consent Effective Date (or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver), and (iii) attaching thereto a copy of the Secretary's Certificate of the Borrower, including specimen signatures of the officers of the Borrower authorized to execute this Consent and Limited Waiver and the MDLA on behalf of the Borrower.
Section 5.5. Legal Opinion. The Administrative Agent shall have received a written legal opinion of Calderwood & Harkness LLP, counsel to the Borrower (with offices at 425 Park Avenue, New York, New York 10022), addressed to the Administrative Agent and the Lenders, dated as of the Consent Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, addressing: (a) the due organization and valid existence of the Borrower; (b) the corporate power and authority of the Borrower to execute, deliver, and perform the MDLA and this Consent and Limited Waiver; (c) the due authorization, execution, and delivery by the Borrower of the MDLA and this Consent and Limited Waiver; (d) the enforceability of the MDLA and this Consent and Limited Waiver against the Borrower in accordance with their respective terms; and (e) the absence of conflicts between the execution, delivery, and performance of the MDLA and this Consent and Limited Waiver, on the one hand, and the Borrower's organizational documents, applicable laws, and material agreements, on the other hand. Such opinion may contain customary assumptions, qualifications, and exceptions.
Section 5.6. Insurance Confirmation. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower maintains insurance coverage consistent with the requirements of the Credit Agreement, including without limitation: (a) commercial general liability insurance in an amount not less than Five Million Dollars ($5,000,000) per occurrence; and (b) cyber liability insurance (including coverage for data breach, network security liability, and regulatory proceedings) in an amount not less than Fifty Million Dollars ($50,000,000) in the aggregate. Such evidence shall include certificates of insurance issued by the applicable insurance carriers or brokers and shall name the Administrative Agent as an additional insured or loss payee, as applicable.
Section 5.7. No Default. No Default or Event of Default shall have occurred and be continuing as of the Consent Effective Date, or would result from the Borrower's entry into the MDLA after giving effect to this Consent and Limited Waiver.
Section 5.8. Fees and Expenses. The Borrower shall have paid or caused to be paid all fees and expenses of the Administrative Agent incurred in connection with the preparation, negotiation, execution, and delivery of this Consent and Limited Waiver, including without limitation the reasonable and documented fees, charges, and disbursements of counsel to the Administrative Agent, in each case to the extent invoiced at least two (2) business days prior to the Consent Effective Date.
SECTION 6 — COVENANTS
The Borrower hereby covenants and agrees with the Administrative Agent and each Lender as follows:
Section 6.1. Notification of Material Amendments. The Borrower shall promptly (and in any event within ten (10) business days) notify the Administrative Agent in writing of any material amendment, modification, supplement, restatement, or waiver to or of the MDLA, including without limitation any change that would: (i) increase the aggregate value of the MDLA above Sixty Million Dollars ($60,000,000) (exclusive of the one-time implementation and integration fee of $1,500,000); (ii) extend the term of the MDLA beyond the initial five (5)-year period; (iii) materially change the scope, volume, or nature of the data products licensed thereunder; (iv) materially alter the intellectual property ownership, derived-data, or work-product provisions of the MDLA; (v) change the governing law of the MDLA; or (vi) result in a material increase in the Borrower's payment obligations or other liabilities thereunder. For the avoidance of doubt, any amendment, modification, supplement, or waiver described in clauses (i) or (ii) above shall require the further prior written consent of the Required Lenders in accordance with Section 7.12(b) of the Credit Agreement.
Section 6.2. Compliance with MDLA. The Borrower shall perform and comply in all material respects with all of its obligations under the MDLA in accordance with the terms thereof. The Borrower shall promptly notify the Administrative Agent in writing of (a) any material default or event of default by the Borrower or by Meridian under the MDLA, (b) any termination, cancellation, or material suspension of the MDLA or any data product licensed thereunder, and (c) any claim, demand, or proceeding by or against the Borrower arising out of or relating to the MDLA that could reasonably be expected to have a Material Adverse Effect.
Section 6.3. Delivery of MDLA Execution Copy. Within five (5) business days following the execution of the MDLA by the Borrower and Meridian, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent a true, correct, and complete copy of the fully executed MDLA (including all schedules, exhibits, annexes, and addenda thereto), certified by a duly authorized officer of the Borrower.
Section 6.4. Annual Reporting. The Borrower shall include in each annual compliance certificate delivered to the Administrative Agent pursuant to the Credit Agreement (commencing with the first such compliance certificate delivered following the execution of the MDLA) the following information: (a) a certification that the MDLA remains in full force and effect and that no material default or event of default by the Borrower or by Meridian has occurred and is continuing thereunder (or, if any such material default or event of default has occurred, a reasonably detailed description thereof); (b) a summary of the aggregate fees paid by the Borrower under the MDLA during the preceding fiscal year, including a breakdown of quarterly license fee payments and any overage charges incurred; and (c) a certification that the aggregate value of the MDLA has not exceeded, and is not reasonably expected to exceed, the amounts contemplated by this Consent and Limited Waiver.
SECTION 7 — REAFFIRMATION
Section 7.1. Reaffirmation of Credit Agreement. The Borrower hereby reaffirms all of its obligations under the Credit Agreement and each other Loan Document (as defined in the Credit Agreement) to which it is a party, and confirms that the Credit Agreement and each such other Loan Document remain in full force and effect and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, the Borrower acknowledges and agrees that nothing in this Consent and Limited Waiver shall be deemed to modify, amend, or supplement the Credit Agreement or any other Loan Document, except to the extent expressly set forth herein with respect to the limited waiver of Section 7.12(b) solely as it relates to the MDLA.
Section 7.2. Reaffirmation of Security Interests. To the extent applicable, the Borrower hereby reaffirms the grant of security interests, liens, and pledges in favor of the Administrative Agent for the benefit of the Lenders as set forth in the Credit Agreement and each other Loan Document, and confirms that such security interests, liens, and pledges remain in full force and effect and continue to secure the Obligations (as defined in the Credit Agreement). The Borrower acknowledges and agrees that none of the actions taken pursuant to this Consent and Limited Waiver, including the Borrower's entry into the MDLA, shall in any way impair, diminish, or otherwise adversely affect the security interests, liens, and pledges granted under the Credit Agreement or any other Loan Document.
Section 7.3. No Novation. This Consent and Limited Waiver does not constitute a novation of the Credit Agreement or any other Loan Document. The Credit Agreement and the other Loan Documents shall continue to be in full force and effect as modified solely by this Consent and Limited Waiver. This Consent and Limited Waiver shall constitute a "Loan Document" as defined in, and for all purposes under, the Credit Agreement.
SECTION 8 — MISCELLANEOUS PROVISIONS
Section 8.1. Governing Law. THIS CONSENT AND LIMITED WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS-OF-LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION), CONSISTENT WITH SECTION [●] OF THE CREDIT AGREEMENT. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONSENT AND LIMITED WAIVER, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.
Section 8.2. Counterparts. This Consent and Limited Waiver may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Consent and Limited Waiver by facsimile transmission or by electronic transmission (including in portable document format (.pdf) or by any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law) shall be effective as delivery of a manually executed counterpart hereof.
Section 8.3. Entire Agreement. This Consent and Limited Waiver, together with the Credit Agreement and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and communications, both written and oral, with respect to such subject matter. There are no oral agreements among the parties hereto relating to the subject matter of this Consent and Limited Waiver.
Section 8.4. Headings. The section headings and other headings contained in this Consent and Limited Waiver are for convenience of reference only, shall not be deemed to be a part hereof, and shall not affect the construction or interpretation of any provision of this Consent and Limited Waiver.
Section 8.5. Severability. If any provision of this Consent and Limited Waiver is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Consent and Limited Waiver shall be reformed, construed, and enforced in such jurisdiction to the extent possible to give effect to the intent of the parties hereto. If a court of competent jurisdiction determines that any provision of this Consent and Limited Waiver is invalid, illegal, or unenforceable, such court may modify such provision to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the original intent of the parties hereto.
Section 8.6. Successors and Assigns. This Consent and Limited Waiver shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender that is a party hereto, and their respective successors and permitted assigns. Nothing in this Consent and Limited Waiver, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Consent and Limited Waiver.
Section 8.7. Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Consent and Limited Waiver shall be given in accordance with the notice provisions set forth in the Credit Agreement. For purposes of this Section 8.7, the following addresses shall apply:
If to the Borrower:
Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901
Attention: Carolyn Whitford, General Counsel & Executive Vice President
Telephone: [●]
Email: [●]
with a copy (which shall not constitute notice) to:
Gregory Stahl, Vice President, Legal Affairs (at the same address) Telephone: [●]
Email: [●]
If to the Administrative Agent:
Standish National Bank, N.A. 280 Congress Street Boston, Massachusetts 02210
Attention: Philip Yardley, Relationship Manager
Telephone: [●]
Email: [●]
Section 8.8. Amendment and Modification. This Consent and Limited Waiver may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Borrower, the Administrative Agent, and the Required Lenders (or, if required by the Credit Agreement, all Lenders). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
[Remainder of page intentionally left blank; signature pages follow.]
SIGNATURE PAGES
CONSENT AND LIMITED WAIVER Under the Amended and Restated Credit Agreement, dated as of June 15, 2021
IN WITNESS WHEREOF, the parties hereto have caused this Consent and Limited Waiver to be executed and delivered by their respective duly authorized officers as of the date first written above.
BORROWER:
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: [●]
Title: [●]
Date: ________
ADMINISTRATIVE AGENT:
STANDISH NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Philip Yardley
Title: Relationship Manager
Date: ________
REQUIRED LENDERS:
[LENDER NAME]
By: ________
Name: ________
Title: ________
Date: ________
[LENDER NAME]
By: ________
Name: ________
Title: ________
Date: ________
[LENDER NAME]
By: ________
Name: ________
Title: ________
Date: ________
[LENDER NAME]
By: ________
Name: ________
Title: ________
Date: ________
[Additional Lender signature pages to be inserted as necessary to constitute the Required Lenders under the Credit Agreement.]
EXHIBIT A
DESCRIPTION OF THE MASTER DATA LICENSE AGREEMENT (MDLA)
The following is a summary description of the material terms of the Master Data License Agreement (the "MDLA") to be entered into between the Borrower and Meridian, as referenced in this Consent and Limited Waiver. This Exhibit A is provided for informational purposes in connection with the consent and limited waiver granted herein and is qualified in its entirety by reference to the terms of the MDLA itself.
1. Parties.
(a) Licensee: Quorum Insurance Holdings Corp., a Delaware corporation, with its principal office at 1200 Atlantic Street, Suite 3400, Stamford, Connecticut 06901.
(b) Licensor: Meridian Credit intelligence, Inc., a Georgia corporation, with its principal office at 3300 Peachtree Road NE, Suite 2100, Atlanta, Georgia 30326.
2. Subject Matter. The MDLA constitutes an enterprise data-licensing arrangement pursuant to which Meridian will license to the Borrower certain proprietary data products for use in the Borrower's insurance operations, including automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring across the Borrower's property and casualty, life, and specialty insurance lines of business.
3. Licensed Data Products. The MDLA covers the following Meridian data products:
4. Estimated Monthly Volume. Approximately four hundred thirty-seven million (437,000,000) records per month, representing approximately 87.4% of the five hundred million (500,000,000) record base tier under the MDLA.
5. Term. Five (5) years from the effective date of the MDLA.
6. Aggregate License Fees. Sixty Million Dollars ($60,000,000) over the five (5)-year initial term, structured as follows:
The reduced Year 1 annual fee reflects a six (6)-month implementation and ramp-up period during which the Borrower will complete technical integration and begin utilizing the licensed data products.
7. Implementation Fee. A one-time implementation and integration fee of One Million Five Hundred Thousand Dollars ($1,500,000), payable outside and in addition to the aggregate license fees described above. The implementation fee covers Meridian's costs associated with technical onboarding, API configuration, data-mapping, testing, and initial production deployment.
8. Payment Terms. Quarterly in advance. Year 1 quarterly installments of Two Million Seven Hundred Thousand Dollars ($2,700,000); Years 2 through 5 quarterly installments of Three Million Seventy-Five Thousand Dollars ($3,075,000).
9. Late Payment Interest. 1.5% per month (equivalent to 18% per annum) on overdue amounts, calculated from the date such payment was due until the date of actual payment.
10. Data-Volume Overage Rate. $0.003 per record above five hundred million (500,000,000) records per month.
11. Governing Law. The MDLA is governed by, and construed in accordance with, the laws of the State of New York.
12. Ancillary Documents. The MDLA includes the following ancillary documents, each of which is incorporated therein by reference:
(a) Data Security Addendum — setting forth Meridian's and the Borrower's respective obligations regarding information security controls, encryption standards, access controls, incident response, and data-breach notification procedures;
(b) Data Processing Agreement — addressing the parties' respective roles and obligations under applicable data privacy and protection laws, including with respect to the processing, storage, and transfer of personal data and personally identifiable information;
(c) Service Level Agreement — establishing the performance standards, availability commitments, uptime guarantees, support response times, and remedies (including service credits) applicable to Meridian's delivery of the licensed data products;
(d) Technical Schedule A — containing detailed technical specifications for data delivery, including API endpoint configurations, batch file formats, transfer protocols, system integration requirements, data-refresh frequencies, and testing and acceptance procedures; and
(e) FCRA Permissible Purpose Certification — containing the Borrower's certification of its permissible purposes under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., for accessing and using consumer credit data furnished by Meridian.
[End of Exhibit A]
DRAFTING NOTES / INTERNAL ANNOTATIONS FOR CALDERWOOD & HARKNESS LLP FILE ONLY — NOT PART OF EXECUTION VERSION
C&H Matter No. 1025-00008
1.  This Consent and Limited Waiver was drafted by Marcus Weill (Associate, Corporate/Commercial Group), Calderwood & Harkness LLP, in December 2022, in connection with Quorum Insurance Holdings Corp.'s proposed entry into the Master Data License Agreement with Meridian Credit intelligence, Inc.
2.  This draft has been coordinated with Nathaniel Bower (Billing Partner, Bankruptcy & Restructuring Group) with respect to the interpretation of the Credit Agreement covenants and the structuring of the covenant waiver. Per the memorandum dated November 2022 (Weill/Bower) regarding structuring alternatives to mitigate the Section 7.12(b) covenant trigger, a direct lender consent and limited waiver was determined to be the most prudent path. Alternative approaches considered and rejected included: (a) splitting the data license across Quorum subsidiaries to maintain each sublicense below the $25,000,000 threshold; and (b) a phased commitment structure under which the MDLA's aggregate value would be structured below the threshold in each commitment period. Both alternatives were rejected on the basis of operational complexity, potential characterization risk under the Credit Agreement's anti-evasion provisions, and potential challenges from the Administrative Agent.
3.  The MDLA remains subject to ongoing negotiation between the Borrower and Meridian. This Consent and Limited Waiver is prepared in draft form for use upon finalization of the MDLA terms and is subject to revision as the MDLA terms are settled.
4.  Open Items to Finalize Before Submission to Standish National Bank:
(a) Aggregate overage charge cap for purposes of Section 2.2(c) — blank to be negotiated with Standish (Philip Yardley); (b) Identity of authorized signatory for Borrower signature block — pending Quorum board resolution (coordinate with Carolyn Whitford, General Counsel); (c) Confirmation of Required Lender identity and signature requirements under the Credit Agreement (request syndicate breakdown from Standish); (d) Execution dating (Section heading date and signature page dates).
5.  A follow-up letter to Standish re: status of the consent request was sent in February 2023, addressed to Philip Yardley.
6.  Supplemental documentation that may be required or requested by Standish in connection with the conditions precedent:
(a) SOC 2 Type II report of the Borrower's external auditor, Felton Thorpe & Co. LLP (185 Asylum Street, Hartford, CT 06103), for the period ending December 31, 2023; (b) SOC 2 Type II report of Meridian's external auditor, Galloway Nash LLP (191 Peachtree Street NE, Suite 4000, Atlanta, GA 30303), for the period ending March 31, 2023.
7.  Cross-references for file: Quorum Nasdaq ticker: QIHC; Quorum EIN: 83-2147605; Quorum DE Entity File No.: 7234819; Meridian GA Control No.: 22049371; Meridian EIN: 58-3891274.
Data Product | Description | Approximate Volume | Delivery Method
MCI Consumer Credit File™ | Consumer credit-file data | ~310,000,000 consumer records | Daily batch + real-time API
MCI CommercialView™ | Commercial credit data | ~42,000,000 business records | Weekly batch
MCI AltSignal™ | Consumer alternative-data feeds | ~85,000,000 consumer alt-data records | Daily batch
Period | Annual Fee | Quarterly Installment | Annual Subtotal
Year 1 | $10,800,000 | $2,700,000 | $10,800,000
Year 2 | $12,300,000 | $3,075,000 | $12,300,000
Year 3 | $12,300,000 | $3,075,000 | $12,300,000
Year 4 | $12,300,000 | $3,075,000 | $12,300,000
Year 5 | $12,300,000 | $3,075,000 | $12,300,000
Total | $60,000,000

CONFIDENTIAL — DRAFT PREPARED BY CALDERWOOD & HARKNESS LLP — FOR DISCUSSION PURPOSES ONLY

CONSENT AND LIMITED WAIVER

CONSENT AND LIMITED WAIVER

RECITALS

SIGNATURE PAGES

BORROWER:

QUORUM INSURANCE HOLDINGS CORP.

ADMINISTRATIVE AGENT:

REQUIRED LENDERS:

EXHIBIT A

DESCRIPTION OF THE MASTER DATA LICENSE AGREEMENT (MDLA)

Record

Parties

Dates

Amounts