Contract analysis

1. Background — Transaction Overview The Transaction involves the securitization of insurance premium finance receivables (the "Receivables") originated by Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company and wholly owned subsidiary of QIH. QPF originates premium finance loans to commercial policyholders across all 50 states, financing the payment of insurance premiums on a short-term basis. T

2. Preliminary Ratings Received As noted above, each Rating Agency has assigned preliminary ratings to the Notes. The preliminary ratings assigned to each class of Notes are summarized in the following table: Preliminary CUSIP numbers have been assigned to the Notes as placeholders pending finalization prior to closing, as follows: • Class A Notes: 74892TAA3 • Class B Notes: 74892TAB1 • Class C Notes: 74892TAC9 These

3. Confirmation of Satisfaction of Conditions — Credit Enhancement We confirm that the credit enhancement levels provided by the Transaction structure meet or exceed the requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. Total Credit Enhancement by Class. The total credit enhancement available to each class of Notes is as follows: (a) Class A Notes

4. Confirmation of Satisfaction of Conditions — Collateral Pool Characteristics We confirm that the collateral pool underlying the Transaction satisfies the pool composition requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. Set forth below is a summary of the key characteristics of the initial Receivables pool as of the statistical cut-off date of

5. Confirmation of Satisfaction of Conditions — Eligible Receivables Criteria We confirm that all Receivables included in the initial pool as of the Cut-Off Date satisfy the eligible receivables criteria (the "Eligible Receivables Criteria") agreed upon with each Rating Agency as conditions to the assignment of their respective preliminary ratings. The Eligible Receivables Criteria, as reflected in the draft Receivab

6. Confirmation of Satisfaction of Conditions — Concentration Limits We confirm that the Receivables pool is within all agreed concentration limits (the "Concentration Limits") communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. The applicable Concentration Limits and the pool's compliance with each such limit as of the Cut-Off Date are as follows: *The single i

7. Confirmation of Satisfaction of Conditions — Early Amortization Triggers We confirm that the Indenture (execution draft v4, currently in preparation and expected to be dated on or about October 12, 2022) will include the following early amortization events (each, an "Early Amortization Event"), the occurrence of any of which will cause the Revolving Period to terminate and the Amortization Period to commence: (a)

8. Confirmation of Satisfaction of Conditions — Bankruptcy Remoteness and SPV Structure We confirm that the Issuer and the depositor have been structured as bankruptcy-remote special purpose entities in accordance with the structural requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. Formation and Organizational Details. The following entities have

9. Confirmation of Satisfaction of Conditions — Security Interest Perfection We confirm that the Transaction will include the following security interest perfection arrangements, consistent with the requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings: UCC Financing Statements. UCC-1 financing statements will be filed with the Secretary of State of th

10. Confirmation of Satisfaction of Conditions — Back-Up Servicing and Liquidity We confirm that the Transaction will include back-up servicing and liquidity support arrangements consistent with the requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. Back-Up Servicing Agreement. QRF 2022-1 (through QIH as administrator) has entered into a Back-Up Se

11. Confirmation of Satisfaction of Conditions — Performance Guaranty and Servicing We confirm that the Transaction will include the following performance guaranty and servicing arrangements, consistent with the requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. Performance Guaranty. QIH will execute and deliver at closing a Performance Guaranty (t

12. Confirmation of Satisfaction of Conditions — Risk Retention We confirm that the Transaction has been structured to comply with the risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (codified at 15 U.S.C. § 78o-11) and the implementing rules promulgated thereunder (the "Risk Retention Rules"). QIH, as the "sponsor" of the securitization transaction within t

13. Confirmation of Satisfaction of Conditions — Legal Opinions and Deliverables We confirm that the following legal opinions and deliverables will be provided at or prior to the closing of the Transaction, consistent with the requirements communicated by each Rating Agency as conditions to the assignment of their respective preliminary ratings. All opinions listed below are currently in draft form and will be finali

14. Confirmation of Satisfaction of Conditions — Auditor and Verification As referenced in Sections 4 and 13 above, two independent third-party reviews have been conducted in connection with the Transaction, each of which supports the integrity of the data and financial information provided to the Rating Agencies. Independent Auditors. Meridian Ledger LLP, a PCAOB-registered independent public accounting firm, serves

15. Request for Written Confirmation Based on the foregoing, we respectfully request that each of Brindoval Ratings Inc. and Pinnacle Rating Services LLC provide written confirmation that: (a) The conditions to their respective preliminary ratings, as communicated to Calderwood & Harkness and to the sponsor in connection with the delivery of such preliminary ratings, have been satisfied based on the information provi

16. Continuing Obligations and Reservations QIH and QPF will continue to provide any additional information reasonably requested by the Rating Agencies in connection with their ongoing review of the Transaction, including updated pool data, financial information, and draft or executed transaction documentation, as and when available. QIH and QPF recognize that each Rating Agency may require additional information or

17. Contact Information We request that any questions, requests for additional information, or other communications relating to this letter or the Transaction be directed to the following persons: Calderwood & Harkness LLP (Issuer's Counsel) Douglas Carmichael, Partner (Responsible Partner) 601 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4112 Email: dcarmichael@calderwoodharkness.com Yuki Nakamura,

1. Structural Diagram and Cashflow Schematic (dated July 25, 2022)

2. Final Term Sheet (v3) (dated September 2, 2022)

3. Summary of Eligible Receivables Criteria

4. Pool Stratification Summary (as of Cut-Off Date, June 30, 2022, based on Veristead Analytics LLC verification)

5. List of Draft Legal Opinions to be Delivered at Closing Class | Par Amount | Percentage of Total Issuance Class A Notes | $375,000,000 | 75.0% Class B Notes | $75,000,000 | 15.0% Class C Notes | $35,000,000 | 7.0% Overcollateralization / Retained Interest | $15,000,000 | 3.0% Total | $500,000,000 | 100.0% Tranche | Par Amount | Brindoval Rating | Pinnacle Rating Class A Notes | $375,000,000 | AAA(cr) | Aaa(p) Clas