Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and memorialize the eligibility criteria that insurance premium finance receivables must satisfy for inclusion in the securitized pool of Quorum Receivables Funding 2022-1 LLC (the "Issuer" or "QRF 2022-1"), and to map those criteria against the corresponding representations and warranties that Quorum Premium Finance LLC ("QPF"), as originator and sell

II. Background A. Transaction Structure Sponsor and Parent Company. Quorum Insurance Holdings Corp. ("QIH") (NYSE: QIHC; headquarters: 400 Atlantic Street, Suite 2200, Stamford, CT 06901) is the sponsor of the QRF 2022-1 transaction and the ultimate parent company of all transaction entities on the originator/seller side of the structure. QIH is a publicly traded specialty insurance and financial services holding com

III. Eligibility Criteria — Detailed Analysis A. Overview of Eligibility Criteria Categories The Final Term Sheet (v3, dated September 2, 2022) sets forth seven core eligibility criteria that each receivable must satisfy for inclusion in the securitized pool of QRF 2022-1. These criteria will be incorporated into the Sale Agreement (as conditions to the sale of receivables from QPF to QRH), the Receivables Transfer A

I. Concentration Limits (Supplemental Eligibility Constraints) While not "eligibility criteria" for individual receivables in the traditional sense, the pool-level concentration limits function as supplemental eligibility constraints that determine whether additional receivables may be added to the pool during the revolving period. The concentration limits are tested on a portfolio-wide basis, and no new receivable m

IV. Representations and Warranties in the Receivables Sale Agreement A. Overview of Representations and Warranties Framework QPF, as seller, will make a comprehensive set of representations and warranties regarding each receivable sold to QRH under the Sale Agreement. The current working draft of the Sale Agreement is the execution draft v3, dated October 12, 2022. The representations and warranties framework is stru