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Extract to table / secretary-certificate-qih-board-resolutions.docx
secretary-certificate-qih-board-resolutions.docx
Parties
Quorum Insurance Holdings Corp
Ridgeline Capital Markets LLC
General Corp
Quorum Premium Finance LLC
Brindoval Ratings Inc
Pinnacle Rating Services LLC
Quorum Receivables Holding LLC
Fortbridge Corporate Services LLC
Dates
July 27, 2022
July 25, 2022
Amounts
$500,000,000
$25,000,000
$2,800,000
$1,672,500
$15,000,000
$375,000,000
$75,000,000
$35,000,000
Obligations
In the event of any conflict between this summary and the full text set forth in Exhibit C, the full text of the Resolutions shall control
as Trustee, guaranteeing the performance by the Corporation of its obligations under the Transaction Documents to which it is a party; and (m) Such other agreements, instruments, certificates, opinions, and documents as may be necessary, advisable, or appropriate in connection with the Transaction, as the executing officer shall determine in his or her sole discretion
Authorized Signatories I hereby certify that the following persons are duly elected or appointed officers of the Corporation, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their names are their true, correct, and genuine signatures: Each of the foregoing persons (each, an "Authorized Signatory" and collectively, the "Authorized Signatories") is hereby authorized, acting individually and without the joinder or consent of any other officer, director, or agent of the Corporation, to execute and deliver any and all Transaction Documents and any other documents, instruments, certificates, agreements, or filings on behalf of the Corporation in connection with the Transaction, and such execution and delivery shall be binding upon the Corporation
Each Authorized Signatory is further authorized, acting individually, to designate in writing one or more additional officers, employees, or agents of the Corporation to execute specific documents, instruments, or certificates on behalf of the Corporation in connection with the Transaction, and any party relying on such designation shall be entitled to conclusively presume the authority of such designee without further inquiry
A quorum of the Board was present throughout the meeting, and the following resolutions were adopted by the unanimous vote of the directors present: Asset-Backed Securities Transaction — Authorization Resolutions WHEREAS, the Corporation, through its wholly owned subsidiary Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), originates insurance premium finance receivables in the ordinary course of its business; and WHEREAS, the Board has determined that it is in the best interests of the Corporation and its stockholders for the Corporation to act as sponsor of an asset-backed securities transaction (the "Transaction") involving the securitization of a revolving pool of such insurance premium finance receivables; and WHEREAS, the Board has reviewed and considered the terms, structure, economics, and risks of the proposed Transaction, including the presentations and materials provided by management and the Corporation's financial advisors, and has determined that the Transaction is advisable, fair to, and in the best interests of the Corporation and its stockholders; NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to act as sponsor of the Transaction involving the issuance of up to Five Hundred Million Dollars ($500,000,000) in aggregate principal amount of asset-backed notes (the "Notes") by Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company to be formed as a bankruptcy-remote special purpose entity, such Notes to be backed by a revolving pool of insurance premium finance receivables originated by QPF; and it is further RESOLVED, that the Notes shall be offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder; and it is further RESOLVED, that the capital structure of the Transaction shall consist of the following: (i) Class A Notes in an aggregate principal amount of Three Hundred Seventy-Five Million Dollars ($375,000,000), representing 75