Contract analysis

1. Transaction Summary The following sets forth a summary of the principal terms of a proposed asset-backed securities issuance by Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company organized as a bankruptcy-remote special purpose entity. This transaction will involve the issuance of floating-rate asset-backed notes secured by a pool of insurance premium finance receivables originated by Quor

2. Parties and Roles 2.1 Issuer Name: Quorum Receivables Funding 2022-1 LLC Jurisdiction: Delaware limited liability company; organized as a bankruptcy-remote special purpose entity in accordance with customary structured finance requirements. Sole Member: Quorum Receivables Holding LLC. Independent Manager: Timothy R. Callan, provided by Fortbridge Corporate Services LLC, 1209 Orange Street, Wilmington, Delaware 198

3. Capital Structure 3.1 Tranche Summary The following table sets forth the preliminary capital structure of the offering. All terms, including coupon spreads and rating targets, are indicative only and remain subject to market conditions, rating agency feedback, and negotiation among the parties. The overcollateralization / retained interest of $15,000,000 will be retained by QIH (as sponsor) and will represent QIH'

4. Placement Fees The following placement fees will be payable by the Issuer to Ridgeline Capital Markets LLC upon the closing of the transaction in consideration for Ridgeline's services as sole structuring agent, lead bookrunner, and sole placement agent: Placement fees are payable in full upon the closing and settlement of the Notes from the proceeds of the offering. The placement fee structure reflects the relati

5. Receivables Pool Characteristics 5.1 Initial Pool (as of Proposed Cut-Off Date: June 30, 2022) The receivables pool as of the proposed cut-off date of June 30, 2022 is expected to have the following characteristics. All figures are preliminary and are based on QPF's loan tape as of the proposed cut-off date, subject to verification by Veristead Analytics LLC. Final pool composition will be determined as of the act

6. Eligible Receivables Criteria Each receivable included in the initial pool as of the closing date, and each receivable acquired during the revolving period, must satisfy the following eligibility criteria (the "Eligible Receivables Criteria") at the time of its inclusion in the pool: (i) The receivable was originated by QPF in the ordinary course of QPF's premium finance lending business, in accordance with QPF's

7. Concentration Limits The following concentration limits (the "Concentration Limits") will apply to the receivables pool at all times, including at closing and during the revolving period. Any purchase of additional receivables during the revolving period that would cause a Concentration Limit to be breached will not be permitted unless the breach is cured simultaneously with or promptly following such purchase. Si

8. Transaction Structure 8.1 Overview of Transfers The transaction will be structured using a two-step true sale methodology to achieve bankruptcy remoteness and a first-priority perfected security interest in the receivables for the benefit of the noteholders. The transfers are structured as follows: Step 1 — Sale from Originator to Depositor: QPF (as Originator and Seller) will sell the initial pool of eligible rec

9. Revolving Period and Amortization 9.1 Revolving Period The transaction will include a revolving period of twenty-four (24) months commencing on the closing date (the "Revolving Period"). During the Revolving Period, collections on the receivables (net of amounts required for interest payments, servicing fees, trustee fees, and other expenses payable under the payment waterfall) will be used to acquire additional e

10. Payment Waterfall On each monthly payment date, the Indenture Trustee will distribute available collections in the following order of priority (the "Payment Waterfall"):

1. First, to the Indenture Trustee, payment of all accrued and unpaid trustee fees and expenses (including, without limitation, the annual trustee fee and the per-payment-date calculation fee described in Section 13);

2. Second, to the Servicer, payment of the monthly servicing fee equal to one-twelfth of 1.00% per annum on the outstanding pool balance (and, if applicable, any accrued and unpaid back-up servicer fees);

3. Third, to the Class A Noteholders, pro rata, payment of accrued and unpaid interest on the Class A Notes;

4. Fourth, to the Class B Noteholders, pro rata, payment of accrued and unpaid interest on the Class B Notes;

5. Fifth, to the Class C Noteholders, pro rata, payment of accrued and unpaid interest on the Class C Notes;

6. Sixth, to the Class A Noteholders, pro rata, payment of principal on the Class A Notes in accordance with the amortization schedule (during the Amortization Period) or as otherwise required under the Indenture, until the outstanding principal balance of the Class A Notes has been reduced to zero;

7. Seventh, to the Class B Noteholders, pro rata, payment of principal on the Class B Notes in accordance with the amortization schedule (during the Amortization Period) or as otherwise required under the Indenture, until the outstanding principal balance of the Class B Notes has been reduced to zero;

8. Eighth, to the Class C Noteholders, pro rata, payment of principal on the Class C Notes in accordance with the amortization schedule (during the Amortization Period) or as otherwise required under the Indenture, until the outstanding principal balance of the Class C Notes has been reduced to zero;

9. Ninth, to the Reserve Account, an amount necessary to replenish the overcollateralization to the target level of $15,000,000 (to the extent the balance of the Reserve Account is less than such target level); and

10. Tenth, the residual (if any) to the Issuer, for the account of the Sponsor, as a distribution on the retained interest. During the Revolving Period, amounts that would otherwise be applied to principal payments under steps 6 through 8 above will instead be used to acquire additional eligible receivables from QPF, subject to the terms of the Receivables Sale Agreement and the Servicing Agreement. Principal payment

11. Early Amortization Events The Revolving Period will terminate, and early amortization of the Notes will commence, upon the occurrence of any of the following events (each, an "Early Amortization Event"): (a) Excess Net Losses: The three-month average net loss rate on the receivables pool exceeds 2.00% for any three consecutive collection periods; (b) Excess Delinquencies: The 60+ day delinquency rate on the recei

12. Liquidity Facility Provider: Northvane Bank, National Association. Facility Size: $25,000,000. Commitment Fee: 0.25% per annum on the undrawn amount of the facility ($62,500 per year, assuming no draws), payable quarterly in arrears. Drawn Rate: Compounded SOFR plus 150 basis points on drawn amounts, accruing on an Actual/360 day count basis. Purpose: The liquidity facility is intended to provide short-term liqui

13. Trustee Fees The following fees will be payable to Calvoneth Trust Company, N.A. in its capacity as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian: Annual Fee: $35,000 per annum, payable in equal monthly installments from collections at the top of the Payment Waterfall. Per-Payment-Date Fee: $5,000 per payment date, payable on each monthly payment date from collections

14. Key Transaction Documents The following is a list of the principal definitive transaction documents that are anticipated to be executed and delivered at or prior to closing. All documents are in preliminary form and remain subject to drafting, negotiation, and review by the parties, their respective counsel, and the rating agencies.

1. Indenture — by and between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A., as Indenture Trustee, setting forth the terms and conditions of the Notes, the grant of security interest, the Payment Waterfall, events of default, and related provisions.

2. Receivables Sale Agreement — by and between QPF, as Originator/Seller, and QRH, as Depositor, providing for the true sale of eligible receivables from QPF to QRH.

3. Receivables Transfer Agreement — by and between QRH, as Depositor, and QRF 2022-1, as Issuer, providing for the true sale (or contribution) of eligible receivables from QRH to QRF 2022-1.

4. Servicing Agreement — by and among QRF 2022-1, as Issuer, QPF, as Servicer, and Calvoneth Trust Company, N.A., as Indenture Trustee, setting forth the terms of QPF's servicing obligations with respect to the receivables pool.

5. Back-Up Servicing Agreement — by and among QRF 2022-1, as Issuer, QPF, as Servicer, Northvane Bank, National Association, as Back-Up Servicer, and Calvoneth Trust Company, N.A., as Indenture Trustee, setting forth the terms of Northvane Bank's back-up servicing obligations.

6. Administration Agreement — by and between QRF 2022-1, as Issuer, and QIH, as Administrator, providing for the administration of QRF 2022-1's day-to-day activities.

7. Note Purchase Agreement — by and among QRF 2022-1, as Issuer, QIH, as Sponsor, and Ridgeline Capital Markets LLC, as Sole Placement Agent, setting forth the terms and conditions for the purchase and placement of the Notes.

8. Liquidity Facility Agreement — by and between QRF 2022-1, as Issuer, and Northvane Bank, National Association, as Liquidity Facility Provider, setting forth the terms of the $25,000,000 liquidity facility.

9. Account Control Agreement — by and between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A., as Securities Intermediary, providing for the establishment and control of the transaction accounts described in Section 18.

10. Custodian Agreement — by and between QRF 2022-1, as Issuer, and Calvoneth Trust Company, N.A., as Custodian, providing for the custody and safekeeping of the receivables files and related documentation.

11. Grant of Security Interest / Pledge Agreement — by QRF 2022-1, as Issuer, in favor of Calvoneth Trust Company, N.A., as Indenture Trustee, granting a first-priority security interest in all receivables, collections, accounts, and other collateral for the benefit of the noteholders.

12. Performance Guaranty — by QIH, in favor of Calvoneth Trust Company, N.A., as Indenture Trustee, guaranteeing certain obligations of QPF and QRH under the transaction documents.

13. Limited Liability Company Agreements — for each of QRF 2022-1 and QRH, containing separateness covenants, independent manager provisions, non-petition provisions, and limitations on activities.

14. Independent Manager Agreements — by and between Fortbridge Corporate Services LLC and each of QRF 2022-1 and QRH, providing for the appointment and compensation of the independent managers. Additional ancillary documents, including officer's certificates, secretary's certificates, bring-down certificates, and filing receipts, will also be delivered at closing as conditions precedent.

15. Legal Opinions to be Delivered at Closing The following legal opinions are expected to be delivered at or prior to closing as conditions precedent to the issuance and sale of the Notes:

1. True Sale Opinions — Calderwood & Harkness LLP will deliver opinions (a) that the transfer of receivables from QPF to QRH under the Receivables Sale Agreement constitutes a true sale and not a secured financing, and (b) that the transfer of receivables from QRH to QRF 2022-1 under the Receivables Transfer Agreement constitutes a true sale and not a secured financing.

2. Non-Consolidation Opinions — Calderwood & Harkness LLP will deliver opinions that, in the event of a bankruptcy of QPF, QIH, or any affiliate thereof, a court would not order the substantive consolidation of (a) the assets and liabilities of QRF 2022-1 with those of QPF, QIH, or any affiliate, or (b) the assets and liabilities of QRH with those of QPF, QIH, or any affiliate.

3. Enforceability Opinion — Calderwood & Harkness LLP will deliver an opinion that the Indenture constitutes a valid, binding, and enforceable obligation of QRF 2022-1 and that the Notes, when executed, authenticated, and delivered in accordance with the Indenture, will constitute valid, binding, and enforceable obligations of QRF 2022-1 entitled to the benefits of the Indenture.

4. Security Interest Perfection Opinion — Calderwood & Harkness LLP will deliver an opinion that QRF 2022-1 has granted to the Indenture Trustee a valid and perfected first-priority security interest in the receivables, collections, accounts, and other collateral described in the Indenture and Grant of Security Interest, in accordance with Article 9 of the Uniform Commercial Code as in effect in the State of Delaware

5. Tax Characterization Opinion — Calderwood & Harkness LLP (Sylvia Hartwell, Tax Specialist Partner) will deliver an opinion (a) that the Notes will be treated as debt for U.S. federal income tax purposes, and (b) that QRF 2022-1 will be treated as a disregarded entity (or qualifying special purpose entity) and not as a taxable entity for U.S. federal income tax purposes.

6. Securities Law Opinion — Calderwood & Harkness LLP will deliver an opinion that the offer and sale of the Notes in the manner described in the Offering Memorandum and the Note Purchase Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 144A and Regulation S thereunder.

7. Delaware LLC Formation and Authorization Opinions — Calderwood & Harkness LLP will deliver opinions that each of QRF 2022-1 and QRH (a) has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, and (b) has all necessary limited liability company power and authority to execute, deliver, and perform its obligations under the transaction

16. Tax Considerations (Summary) The following is a summary of certain U.S. federal income tax considerations relevant to the transaction. This summary is preliminary in nature and is based on current law and the anticipated transaction structure. A detailed tax structuring analysis will be prepared separately by Sylvia Hartwell, Tax Specialist Partner at Calderwood & Harkness LLP. Debt Treatment of Notes. The Notes

17. Regulatory Considerations (Summary) The following is a summary of certain regulatory considerations applicable to the transaction. These matters remain subject to further analysis and will be addressed in greater detail in the definitive documentation and the Offering Memorandum. Regulation AB II. The Notes will be offered and sold in a private placement pursuant to Rule 144A and Regulation S under the Securities

18. Accounts The following accounts (collectively, the "Transaction Accounts") will be established at Calvoneth Trust Company, N.A. in connection with the closing of the transaction. All Transaction Accounts will be subject to an Account Control Agreement pursuant to which Calvoneth Trust will serve as securities intermediary and will maintain exclusive control over the accounts for the benefit of the noteholders. Co