1025-00008 · Quorum Insurance Holdings · Lender Consent

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

425 Park Avenue New York, New York 10022

Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com

February __, 2023

DRAFT — FOR CLIENT SIGNATURE

CONFIDENTIAL

Philip Yardley Relationship Manager Standish National Bank, N.A. 280 Congress Street Boston, Massachusetts 02210

Re: Request for Lender Consent Under Section 7.12(b) — Proposed Master Data License Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.

Reference: Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., as Borrower, the Lenders party thereto from time to time, and Standish National Bank, N.A., as Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")

Dear Mr. Yardley:

We write on behalf of Quorum Insurance Holdings Corp. ("Quorum" or the "Borrower") to follow up on the consent request letter submitted by Quorum to Standish National Bank, N.A. (the "Bank"), in its capacity as Administrative Agent under the Credit Agreement, in November 2022 (the "Original Consent Request"). The Original Consent Request sought the prior written consent of the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Credit Agreement in connection with a proposed master data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"), as described in further detail below. The purpose of this letter is twofold: (i) to inquire as to the current status of the Bank's and the Required Lenders' review of the Original Consent Request, and (ii) to provide the Bank with an update on the current timeline and status of negotiations for the proposed transaction. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement, which governs the $1,200,000,000 revolving credit facility among the parties thereto.

Background and Summary of Original Consent Request

As described in the Original Consent Request, Section 7.12(b) of the Credit Agreement provides, in relevant part, that:

"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."

In reliance on, and in compliance with, the foregoing provision, Quorum submitted the Original Consent Request in November 2022 to obtain the Required Lenders' prior written consent before entering into a proposed five-year enterprise data-licensing arrangement (the "Master Data License Agreement" or the "MDLA") with Meridian Credit intelligence, Inc., a Georgia corporation and privately held consumer and commercial credit-data bureau headquartered in Atlanta, Georgia.

The aggregate value of the proposed MDLA is $60,000,000 over the five-year initial term of the agreement, which exceeds the $25,000,000 threshold set forth in Section 7.12(b) by $35,000,000. The fee structure under the proposed MDLA is as follows:

• Year 1: Annual license fee of $10,800,000 (reflecting a six-month implementation and ramp-up period during which Quorum will integrate Meridian's data feeds into its existing technology infrastructure), payable in quarterly installments of $2,700,000 each, in advance.

• Years 2 through 5: Annual license fee of $12,300,000 per year, payable in quarterly installments of $3,075,000 each, in advance.

• Aggregate Five-Year License Value: $60,000,000 ($10,800,000 + ($12,300,000 × 4) = $60,000,000).

• Implementation/Integration Fee: A one-time implementation and integration fee of $1,500,000, payable outside of (and in addition to) the $60,000,000 aggregate license value, due upon execution of the MDLA. This fee covers Meridian's costs associated with configuring data-delivery pipelines, API connectivity, and initial data-quality validation in coordination with Quorum's data-engineering team.

All payment terms under the proposed MDLA are quarterly in advance, as noted above. In connection with the Original Consent Request, Quorum also enclosed a draft form of lender consent and waiver for the Bank's consideration and review, which Quorum proposed as a template for memorializing the Required Lenders' consent under Section 7.12(b).

Business Purpose of the Proposed License

As set forth in the Original Consent Request, the MDLA serves a significant strategic and operational purpose for Quorum's insurance business. Under the terms of the proposed arrangement, Quorum intends to license from Meridian the following categories of data:

(a) Consumer credit-file data comprising approximately 310 million consumer records maintained by Meridian across its national consumer credit bureau operations;

(b) Commercial credit data comprising approximately 42 million business records, including trade-line data, business credit scores, and payment-history information; and

(c) Alternative-data feeds comprising approximately 85 million consumer alternative-data records, including utility payment histories, rental payment data, telecommunications payment records, and other non-traditional data sources.

Quorum intends to use this licensed data to enhance its automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring capabilities across its property and casualty, life, and specialty insurance lines of business. In particular, the licensed data will serve as a critical input to Quorum's proprietary QuorumScore™ predictive underwriting model, which is central to Quorum's competitive strategy and its planned business-to-business (B2B) licensing revenue line. QuorumScore™ is designed to leverage multi-source data inputs — including credit bureau data, claims history, behavioral data, and alternative-data indicators — to generate risk scores and underwriting recommendations at scale, enabling Quorum and its B2B licensees to more accurately price risk, detect fraud, and identify cross-sell and upsell opportunities across insurance product lines.

The proposed arrangement is consistent with Quorum's ongoing investment in data-driven insurance technology capabilities and reflects the broader industry trend toward the integration of third-party data assets into core insurance operations. Importantly, the MDLA does not involve any sale, assignment, transfer, or encumbrance of Quorum's own intellectual property to Meridian. Quorum's role under the proposed MDLA is solely as the licensee (not the licensor); the arrangement constitutes an inbound data license for Quorum's internal use and authorized commercial use in connection with its insurance operations and B2B licensing activities. No intellectual property owned by Quorum — including the QuorumScore™ model itself, Quorum's proprietary algorithms, or any other Quorum-owned intangible assets that may constitute Collateral under the Credit Agreement — will be transferred, sublicensed, or otherwise conveyed to Meridian in connection with the MDLA.

Update on MDLA Negotiation Timeline

Since submission of the Original Consent Request in November 2022, negotiations between Quorum and Meridian have continued but have proceeded more slowly than Quorum originally anticipated at the time of the Original Consent Request. Meridian is represented in the transaction by Kessler Pruitt & Ashe LLP (Atlanta, Georgia). The principal developments since November 2022 are summarized below:

• A first in-person negotiation session between the parties was held on January 18, 2023 in New York, New York. During that session, the parties identified several material open issues requiring further discussion, including issues relating to the scope of Quorum's rights in derivative data products and data outputs generated using the licensed data, as well as certain pricing-protection and escalation mechanisms.

• A second negotiation session is currently scheduled for March 9, 2023 in Atlanta, Georgia. Quorum expects that session to focus on the remaining material open points, including intellectual property ownership in derived outputs and data-output licensing rights.

• While meaningful progress has been made on certain terms of the MDLA — including service-level commitments, data-delivery specifications and cadence, data-security and data-privacy provisions, and mutual indemnification obligations — certain key commercial terms remain under active negotiation. The most significant unresolved issues relate to: (i) pricing protections (including caps on annual fee escalations and most-favored-customer provisions), and (ii) intellectual property rights in data outputs, models, and derivative works created by Quorum using or incorporating the licensed data.

• Quorum's independent data-pricing consultant, Pinnacle Ridge Advisory LLC, delivered its pricing benchmark study to Quorum on February 14, 2023. That study provides a detailed analysis of comparable enterprise data-licensing transactions in the insurance and financial-services sectors and is being used by Quorum to inform its negotiating positions on pricing-related provisions of the MDLA.

Based on the current pace of negotiations, Quorum does not anticipate executing the MDLA before mid-2023 at the earliest, though the precise timing remains subject to the outcome of ongoing discussions between the parties. Quorum will promptly notify the Bank if the material commercial terms of the MDLA change in any respect that would be relevant to the Bank's consent analysis, including, without limitation, any change to the aggregate deal value, the term of the license, the scope of data licensed, or any material change to the fee structure described above.

Confirmation That Consent Remains Required

Quorum hereby confirms that the aggregate value of the MDLA ($60,000,000 over the five-year initial term) continues to exceed the $25,000,000 threshold set forth in Section 7.12(b) of the Credit Agreement, and that the prior written consent of the Required Lenders remains a condition precedent to Quorum's execution and delivery of the MDLA. Quorum is not seeking to execute the MDLA without first obtaining such consent and understands that the execution and delivery of the MDLA in the absence of the Required Lenders' prior written consent would constitute an Event of Default under Section 8.01 of the Credit Agreement. Quorum has no intention of proceeding with the MDLA absent such consent and is submitting this follow-up letter in the spirit of transparency and good faith communication with the Administrative Agent and the lending syndicate.

Request for Status Update

Quorum respectfully requests that Standish National Bank, in its capacity as Administrative Agent under the Credit Agreement, advise Quorum as to the current status of the Bank's and the Required Lenders' review of the Original Consent Request. Specifically, Quorum would appreciate the Bank's confirmation as to the following:

(a) Whether additional information, documentation, or analysis is needed from Quorum or its advisors to facilitate the Bank's and the Required Lenders' review of the consent request;

(b) The expected timeline for the Bank's substantive response to the consent request, including whether the Bank anticipates circulating the request (or a summary thereof) to the Required Lenders for their consideration and vote, and the expected timeframe for such circulation; and

(c) Whether the Bank or any of the Required Lenders have identified any preliminary concerns, conditions, or questions with respect to the granting of the requested consent or waiver under Section 7.12(b).

Quorum is prepared to make its legal team and business team available to discuss the proposed transaction with the Bank and the Required Lenders at the Bank's convenience. Questions and requests for additional information may be directed to the following individuals:

• Marcus Weill, Associate, Calderwood & Harkness LLP, 425 Park Avenue, New York, NY 10022 (telephone: (212) 455-7244; email: mweill@calderwoodharkness.com);

• Rajesh Anand, Chief Data Officer, Quorum Insurance Holdings Corp. (telephone: (203) 541-8800; email: rajesh.anand@quoruminsurance.com); and

• Thomas Ng, Vice President, Enterprise Procurement, Quorum Insurance Holdings Corp. (telephone: (203) 541-8812; email: thomas.ng@quoruminsurance.com).

Quorum's legal and business teams are available to participate in a call or meeting with the Bank at any mutually convenient time to address questions or to provide a more detailed briefing on the proposed transaction, including the strategic rationale for the MDLA, the expected return on investment, and the impact (if any) on Quorum's financial position and covenant compliance.

Quorum's Financial Position

As additional context for the Bank's ongoing review, Quorum notes the following summary financial information regarding its current financial condition and performance. For fiscal year 2022, Quorum reported revenue of approximately $4.18 billion, net income of approximately $312 million, and total assets of approximately $27.6 billion, as reflected in Quorum's audited consolidated financial statements filed with the Securities and Exchange Commission. As of the date hereof, Quorum's approximate market capitalization is approximately $8.9 billion (Nasdaq: QIHC).

Quorum remains in full compliance with all financial and non-financial covenants under the Credit Agreement, including, without limitation, the minimum interest coverage ratio, the maximum total leverage ratio, and all reporting and notice obligations set forth therein. Quorum is current on all principal, interest, fee, and other payment obligations under the revolving credit facility. The MDLA represents an operating expenditure that is consistent with Quorum's ordinary course investments in data assets and technology capabilities, and Quorum does not believe that the execution of the MDLA will impair its ability to service its obligations under the Credit Agreement or the revolving credit facility in any respect. To the extent requested by the Bank, Quorum is prepared to provide updated financial projections or compliance certificates demonstrating the foregoing.

Closing

Quorum appreciates the Bank's prompt attention to this matter and the Bank's continued cooperation in connection with the consent request process. Quorum recognizes the importance of the Required Lenders' review and is committed to providing whatever additional information may be necessary to facilitate a timely resolution of the consent request.

Please direct any questions or requests for additional information to:

Gregory Stahl Vice President, Legal Affairs Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901 Telephone: (203) 541-8820

Email: gregory.stahl@quoruminsurance.com

Marcus Weill Associate Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Telephone: (212) 455-7244

Email: mweill@calderwoodharkness.com

C&H Matter No. 1025-00008

Quorum looks forward to receiving the Bank's response at its earliest convenience and remains available to discuss this matter further as needed.

Sincerely,

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Carolyn Whitford

Title: General Counsel & Executive Vice President

Date: ________

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

cc: Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp.

cc: Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp.

cc: Leonard Cross, Partner, Calderwood & Harkness LLP

cc: Marcus Weill, Associate, Calderwood & Harkness LLP

Enclosures: None. The original consent request letter and draft form of lender consent/waiver were submitted in connection with Quorum's November 2022 Original Consent Request and remain on file with the Bank. To the extent the Bank requires additional copies of those materials, Quorum will promptly provide them upon request.

Prepared by Marcus Weill, Calderwood & Harkness LLP — C&H Matter No. 1025-00008

DRAFT FOR CLIENT REVIEW AND SIGNATURE — NOT YET TRANSMITTED TO STANDISH NATIONAL BANK, N.A.

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue New York, New York 10022
Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com
February __, 2023
DRAFT — FOR CLIENT SIGNATURE
CONFIDENTIAL
Philip Yardley Relationship Manager Standish National Bank, N.A. 280 Congress Street Boston, Massachusetts 02210
Re: Request for Lender Consent Under Section 7.12(b) — Proposed Master Data License Agreement between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
Reference: Amended and Restated Credit Agreement, dated as of June 15, 2021, among Quorum Insurance Holdings Corp., as Borrower, the Lenders party thereto from time to time, and Standish National Bank, N.A., as Administrative Agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")
Dear Mr. Yardley:
We write on behalf of Quorum Insurance Holdings Corp. ("Quorum" or the "Borrower") to follow up on the consent request letter submitted by Quorum to Standish National Bank, N.A. (the "Bank"), in its capacity as Administrative Agent under the Credit Agreement, in November 2022 (the "Original Consent Request"). The Original Consent Request sought the prior written consent of the Required Lenders (as defined in the Credit Agreement) under Section 7.12(b) of the Credit Agreement in connection with a proposed master data-licensing arrangement between Quorum and Meridian Credit intelligence, Inc. ("Meridian"), as described in further detail below. The purpose of this letter is twofold: (i) to inquire as to the current status of the Bank's and the Required Lenders' review of the Original Consent Request, and (ii) to provide the Bank with an update on the current timeline and status of negotiations for the proposed transaction. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement, which governs the $1,200,000,000 revolving credit facility among the parties thereto.
Background and Summary of Original Consent Request
As described in the Original Consent Request, Section 7.12(b) of the Credit Agreement provides, in relevant part, that:
"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."
In reliance on, and in compliance with, the foregoing provision, Quorum submitted the Original Consent Request in November 2022 to obtain the Required Lenders' prior written consent before entering into a proposed five-year enterprise data-licensing arrangement (the "Master Data License Agreement" or the "MDLA") with Meridian Credit intelligence, Inc., a Georgia corporation and privately held consumer and commercial credit-data bureau headquartered in Atlanta, Georgia.
The aggregate value of the proposed MDLA is $60,000,000 over the five-year initial term of the agreement, which exceeds the $25,000,000 threshold set forth in Section 7.12(b) by $35,000,000. The fee structure under the proposed MDLA is as follows:
•  Year 1: Annual license fee of $10,800,000 (reflecting a six-month implementation and ramp-up period during which Quorum will integrate Meridian's data feeds into its existing technology infrastructure), payable in quarterly installments of $2,700,000 each, in advance.
•  Years 2 through 5: Annual license fee of $12,300,000 per year, payable in quarterly installments of $3,075,000 each, in advance.
•  Aggregate Five-Year License Value: $60,000,000 ($10,800,000 + ($12,300,000 × 4) = $60,000,000).
•  Implementation/Integration Fee: A one-time implementation and integration fee of $1,500,000, payable outside of (and in addition to) the $60,000,000 aggregate license value, due upon execution of the MDLA. This fee covers Meridian's costs associated with configuring data-delivery pipelines, API connectivity, and initial data-quality validation in coordination with Quorum's data-engineering team.
All payment terms under the proposed MDLA are quarterly in advance, as noted above. In connection with the Original Consent Request, Quorum also enclosed a draft form of lender consent and waiver for the Bank's consideration and review, which Quorum proposed as a template for memorializing the Required Lenders' consent under Section 7.12(b).
Business Purpose of the Proposed License
As set forth in the Original Consent Request, the MDLA serves a significant strategic and operational purpose for Quorum's insurance business. Under the terms of the proposed arrangement, Quorum intends to license from Meridian the following categories of data:
(a) Consumer credit-file data comprising approximately 310 million consumer records maintained by Meridian across its national consumer credit bureau operations;
(b) Commercial credit data comprising approximately 42 million business records, including trade-line data, business credit scores, and payment-history information; and
(c) Alternative-data feeds comprising approximately 85 million consumer alternative-data records, including utility payment histories, rental payment data, telecommunications payment records, and other non-traditional data sources.
Quorum intends to use this licensed data to enhance its automated underwriting models, claims-fraud detection algorithms, and customer propensity scoring capabilities across its property and casualty, life, and specialty insurance lines of business. In particular, the licensed data will serve as a critical input to Quorum's proprietary QuorumScore™ predictive underwriting model, which is central to Quorum's competitive strategy and its planned business-to-business (B2B) licensing revenue line. QuorumScore™ is designed to leverage multi-source data inputs — including credit bureau data, claims history, behavioral data, and alternative-data indicators — to generate risk scores and underwriting recommendations at scale, enabling Quorum and its B2B licensees to more accurately price risk, detect fraud, and identify cross-sell and upsell opportunities across insurance product lines.
The proposed arrangement is consistent with Quorum's ongoing investment in data-driven insurance technology capabilities and reflects the broader industry trend toward the integration of third-party data assets into core insurance operations. Importantly, the MDLA does not involve any sale, assignment, transfer, or encumbrance of Quorum's own intellectual property to Meridian. Quorum's role under the proposed MDLA is solely as the licensee (not the licensor); the arrangement constitutes an inbound data license for Quorum's internal use and authorized commercial use in connection with its insurance operations and B2B licensing activities. No intellectual property owned by Quorum — including the QuorumScore™ model itself, Quorum's proprietary algorithms, or any other Quorum-owned intangible assets that may constitute Collateral under the Credit Agreement — will be transferred, sublicensed, or otherwise conveyed to Meridian in connection with the MDLA.
Update on MDLA Negotiation Timeline
Since submission of the Original Consent Request in November 2022, negotiations between Quorum and Meridian have continued but have proceeded more slowly than Quorum originally anticipated at the time of the Original Consent Request. Meridian is represented in the transaction by Kessler Pruitt & Ashe LLP (Atlanta, Georgia). The principal developments since November 2022 are summarized below:
•  A first in-person negotiation session between the parties was held on January 18, 2023 in New York, New York. During that session, the parties identified several material open issues requiring further discussion, including issues relating to the scope of Quorum's rights in derivative data products and data outputs generated using the licensed data, as well as certain pricing-protection and escalation mechanisms.
•  A second negotiation session is currently scheduled for March 9, 2023 in Atlanta, Georgia. Quorum expects that session to focus on the remaining material open points, including intellectual property ownership in derived outputs and data-output licensing rights.
•  While meaningful progress has been made on certain terms of the MDLA — including service-level commitments, data-delivery specifications and cadence, data-security and data-privacy provisions, and mutual indemnification obligations — certain key commercial terms remain under active negotiation. The most significant unresolved issues relate to: (i) pricing protections (including caps on annual fee escalations and most-favored-customer provisions), and (ii) intellectual property rights in data outputs, models, and derivative works created by Quorum using or incorporating the licensed data.
•  Quorum's independent data-pricing consultant, Pinnacle Ridge Advisory LLC, delivered its pricing benchmark study to Quorum on February 14, 2023. That study provides a detailed analysis of comparable enterprise data-licensing transactions in the insurance and financial-services sectors and is being used by Quorum to inform its negotiating positions on pricing-related provisions of the MDLA.
Based on the current pace of negotiations, Quorum does not anticipate executing the MDLA before mid-2023 at the earliest, though the precise timing remains subject to the outcome of ongoing discussions between the parties. Quorum will promptly notify the Bank if the material commercial terms of the MDLA change in any respect that would be relevant to the Bank's consent analysis, including, without limitation, any change to the aggregate deal value, the term of the license, the scope of data licensed, or any material change to the fee structure described above.
Confirmation That Consent Remains Required
Quorum hereby confirms that the aggregate value of the MDLA ($60,000,000 over the five-year initial term) continues to exceed the $25,000,000 threshold set forth in Section 7.12(b) of the Credit Agreement, and that the prior written consent of the Required Lenders remains a condition precedent to Quorum's execution and delivery of the MDLA. Quorum is not seeking to execute the MDLA without first obtaining such consent and understands that the execution and delivery of the MDLA in the absence of the Required Lenders' prior written consent would constitute an Event of Default under Section 8.01 of the Credit Agreement. Quorum has no intention of proceeding with the MDLA absent such consent and is submitting this follow-up letter in the spirit of transparency and good faith communication with the Administrative Agent and the lending syndicate.
Request for Status Update
Quorum respectfully requests that Standish National Bank, in its capacity as Administrative Agent under the Credit Agreement, advise Quorum as to the current status of the Bank's and the Required Lenders' review of the Original Consent Request. Specifically, Quorum would appreciate the Bank's confirmation as to the following:
(a) Whether additional information, documentation, or analysis is needed from Quorum or its advisors to facilitate the Bank's and the Required Lenders' review of the consent request;
(b) The expected timeline for the Bank's substantive response to the consent request, including whether the Bank anticipates circulating the request (or a summary thereof) to the Required Lenders for their consideration and vote, and the expected timeframe for such circulation; and
(c) Whether the Bank or any of the Required Lenders have identified any preliminary concerns, conditions, or questions with respect to the granting of the requested consent or waiver under Section 7.12(b).
Quorum is prepared to make its legal team and business team available to discuss the proposed transaction with the Bank and the Required Lenders at the Bank's convenience. Questions and requests for additional information may be directed to the following individuals:
•  Marcus Weill, Associate, Calderwood & Harkness LLP, 425 Park Avenue, New York, NY 10022 (telephone: (212) 455-7244; email: mweill@calderwoodharkness.com);
•  Rajesh Anand, Chief Data Officer, Quorum Insurance Holdings Corp. (telephone: (203) 541-8800; email: rajesh.anand@quoruminsurance.com); and
•  Thomas Ng, Vice President, Enterprise Procurement, Quorum Insurance Holdings Corp. (telephone: (203) 541-8812; email: thomas.ng@quoruminsurance.com).
Quorum's legal and business teams are available to participate in a call or meeting with the Bank at any mutually convenient time to address questions or to provide a more detailed briefing on the proposed transaction, including the strategic rationale for the MDLA, the expected return on investment, and the impact (if any) on Quorum's financial position and covenant compliance.
Quorum's Financial Position
As additional context for the Bank's ongoing review, Quorum notes the following summary financial information regarding its current financial condition and performance. For fiscal year 2022, Quorum reported revenue of approximately $4.18 billion, net income of approximately $312 million, and total assets of approximately $27.6 billion, as reflected in Quorum's audited consolidated financial statements filed with the Securities and Exchange Commission. As of the date hereof, Quorum's approximate market capitalization is approximately $8.9 billion (Nasdaq: QIHC).
Quorum remains in full compliance with all financial and non-financial covenants under the Credit Agreement, including, without limitation, the minimum interest coverage ratio, the maximum total leverage ratio, and all reporting and notice obligations set forth therein. Quorum is current on all principal, interest, fee, and other payment obligations under the revolving credit facility. The MDLA represents an operating expenditure that is consistent with Quorum's ordinary course investments in data assets and technology capabilities, and Quorum does not believe that the execution of the MDLA will impair its ability to service its obligations under the Credit Agreement or the revolving credit facility in any respect. To the extent requested by the Bank, Quorum is prepared to provide updated financial projections or compliance certificates demonstrating the foregoing.
Closing
Quorum appreciates the Bank's prompt attention to this matter and the Bank's continued cooperation in connection with the consent request process. Quorum recognizes the importance of the Required Lenders' review and is committed to providing whatever additional information may be necessary to facilitate a timely resolution of the consent request.
Please direct any questions or requests for additional information to:
Gregory Stahl Vice President, Legal Affairs Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901 Telephone: (203) 541-8820
Email: gregory.stahl@quoruminsurance.com
Marcus Weill Associate Calderwood & Harkness LLP 425 Park Avenue New York, New York 10022 Telephone: (212) 455-7244
Email: mweill@calderwoodharkness.com
C&H Matter No. 1025-00008
Quorum looks forward to receiving the Bank's response at its earliest convenience and remains available to discuss this matter further as needed.
Sincerely,
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Carolyn Whitford
Title: General Counsel & Executive Vice President
Date: ________
Quorum Insurance Holdings Corp. 1200 Atlantic Street, Suite 3400 Stamford, Connecticut 06901
cc: Carolyn Whitford, General Counsel & Executive Vice President, Quorum Insurance Holdings Corp.
cc: Gregory Stahl, Vice President, Legal Affairs, Quorum Insurance Holdings Corp.
cc: Leonard Cross, Partner, Calderwood & Harkness LLP
cc: Marcus Weill, Associate, Calderwood & Harkness LLP
Enclosures: None. The original consent request letter and draft form of lender consent/waiver were submitted in connection with Quorum's November 2022 Original Consent Request and remain on file with the Bank. To the extent the Bank requires additional copies of those materials, Quorum will promptly provide them upon request.
Prepared by Marcus Weill, Calderwood & Harkness LLP — C&H Matter No. 1025-00008
DRAFT FOR CLIENT REVIEW AND SIGNATURE — NOT YET TRANSMITTED TO STANDISH NATIONAL BANK, N.A.

CONFIDENTIAL

CONFIDENTIAL

QUORUM INSURANCE HOLDINGS CORP.

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