Contract analysis

Section 1: Transaction Summary The following is a summary of the principal terms and parties for the proposed issuance of $500,000,000 in aggregate principal amount of asset-backed notes by Quorum Receivables Funding 2022-1 LLC, backed by a portfolio of insurance premium finance receivables originated by Quorum Premium Finance LLC. Transaction Type: Asset-backed securities issuance collateralized by insurance premium

Section 2: Capital Structure 2.1 Tranches. The Notes will be issued in three rated classes, together with an unrated overcollateralization / retained interest position, as set forth in the table below: The preliminary CUSIP numbers for the Notes are as follows (placeholder; not yet finalized and subject to confirmation by the CUSIP Service Bureau): • Class A Notes: 74892TAA3 • Class B Notes: 74892TAB1 • Class C Notes

Section 3: Underlying Assets — Receivables Pool 3.1 Description of Receivables The Notes will be collateralized by a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business. The receivables consist of short-term loans extended to U.S. commercial policyholders for the purpose of financing the payment of premiums on property and casualty insurance policies. Premi

Section 4: Transaction Structure 4.1 SPV Structure and Transfer Chain The transaction employs a two-tier special purpose entity structure designed to achieve legal isolation of the receivables from the bankruptcy estate of the originator (QPF) and its parent (QIH). The transfer chain is as follows: Step 1: Origination. QIH, through its wholly owned subsidiary QPF, originates insurance premium finance receivables in t

Section 5: Payment Waterfall On each monthly payment date, the Trustee shall distribute Available Funds (consisting of interest and principal collections on the receivables, net of certain adjustments) in the following order of priority:

1. Trustee Fees and Expenses. To Calvoneth Trust Company, N.A., as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian, payment of the trustee fee in the amount of $35,000 per annum (payable in monthly installments) plus a per-payment-date fee of $5,000, together with reimbursement of any reasonable out-of-pocket expenses incurred by the Trustee in the performance of its duties

2. Servicing Fee. To QPF, as servicer, payment of the servicing fee at a rate of 1.00% per annum on the aggregate outstanding pool balance, payable monthly in arrears. Based on the initial pool balance of approximately $612,000,000, the monthly servicing fee is estimated at approximately $510,000 per month.

3. Liquidity Facility Repayment. To Northvane Bank, N.A., repayment of any outstanding draws under the Liquidity Facility, together with accrued interest thereon at the drawn rate (SOFR + 150 bps) and commitment fees due and payable.

4. Class A Note Interest. To the holders of the Class A Notes, payment of accrued and unpaid interest on the Class A Notes at the applicable coupon rate (indicative guidance: SOFR + 125 bps) on the outstanding principal balance of $375,000,000.

5. Class B Note Interest. To the holders of the Class B Notes, payment of accrued and unpaid interest on the Class B Notes at the applicable coupon rate (indicative guidance: SOFR + 210 bps) on the outstanding principal balance of $75,000,000.

6. Class C Note Interest. To the holders of the Class C Notes, payment of accrued and unpaid interest on the Class C Notes at the applicable coupon rate (indicative guidance: SOFR + 375 bps) on the outstanding principal balance of $35,000,000.

7. Class A Principal. During the amortization period, to the holders of the Class A Notes, payment of principal in an amount equal to the Class A scheduled principal distribution amount (or, following an event of default, all available principal collections), until the Class A Notes are paid in full.

8. Class B Principal. During the amortization period and following the repayment in full of the Class A Notes, to the holders of the Class B Notes, payment of principal in an amount equal to the Class B scheduled principal distribution amount (or, following an event of default, all available principal collections), until the Class B Notes are paid in full.

9. Class C Principal. During the amortization period and following the repayment in full of the Class A Notes and the Class B Notes, to the holders of the Class C Notes, payment of principal in an amount equal to the Class C scheduled principal distribution amount (or, following an event of default, all available principal collections), until the Class C Notes are paid in full.

10. Overcollateralization Replenishment. To the extent the overcollateralization amount is less than the target overcollateralization amount of $15,000,000, replenishment of the overcollateralization amount to the target level.

11. Residual. Any remaining Available Funds to the Issuer for release to the Sponsor as residual collections. During the revolving period, principal collections (items 7, 8, and 9 above) are not distributed to Noteholders but are instead used by the Issuer to acquire additional eligible receivables from QPF (through QRH), thereby maintaining the pool balance. The waterfall for principal collections during the revolvi

Section 6: Early Amortization Events NOTE: The early amortization triggers set forth in this Section 6 have been revised from Version 1 of this term sheet to incorporate the specific thresholds and additional triggers requested by Brindoval Ratings Inc. and Pinnacle Rating Services LLC during the August 8, 2022 rating agency presentations and in subsequent follow-up discussions. All revisions are identified below wit

Section 7: Servicing 7.1 Servicer. QPF shall act as the initial servicer of the receivables pool pursuant to a Servicing Agreement to be entered into among QPF (as servicer), QRF 2022-1 (as issuer), and Calvoneth Trust (as indenture trustee), in form and substance satisfactory to all parties and the rating agencies. QPF shall be entitled to receive a servicing fee at a rate of 1.00% per annum, calculated on the aggre

Section 8: Liquidity Facility A revolving liquidity facility will be established to provide temporary liquidity support for the timely payment of interest on the Notes in the event of short-term cash flow timing mismatches. The liquidity facility is not a credit enhancement facility and is not intended to cover credit losses on the receivables. Provider: Northvane Bank, N.A. Facility Size: $25,000,000 Commitment Fee:

Section 9: Accounts The following segregated trust accounts shall be established and maintained at Calvoneth Trust Company, N.A. in connection with the transaction: Collection Account: All collections received on the receivables in the pool, including principal payments, finance charge payments, late fees, and unearned premium refunds, shall be deposited by the servicer (QPF) into the Collection Account maintained at

Section 10: Representations, Warranties, and Covenants 10.1 Representations and Warranties QPF, in its capacity as seller and servicer, shall make the following customary representations and warranties in the Receivables Sale Agreement and the Servicing Agreement, as applicable, with respect to each receivable included in the pool at closing and each receivable added to the pool during the revolving period: (a) Each

Section 11: Events of Default The following shall each constitute an "Event of Default" under the Indenture: (a) Failure to Pay Interest. Failure by the Issuer to pay interest on any class of Notes when due and payable on any payment date, subject to a grace period of five (5) business days following the applicable payment date; (b) Failure to Pay Principal at Maturity. Failure by the Issuer to pay the outstanding pr

Section 12: Legal Opinions to Be Delivered at Closing The following legal opinions shall be delivered at or prior to closing as conditions precedent to the issuance of the Notes:

1. True Sale Opinions. Opinions of Calderwood & Harkness LLP (Sylvia Hartwell, Tax Partner, and Douglas Carmichael, Responsible Partner) that (a) the transfer of receivables from QPF to QRH pursuant to the Receivables Sale Agreement constitutes a "true sale" of such receivables and not a secured financing for purposes of applicable law, and (b) the transfer of receivables from QRH to QRF 2022-1 pursuant to the Receiv

2. Non-Consolidation Opinions. Opinions of Calderwood & Harkness LLP that, in the event of a bankruptcy, insolvency, or similar proceeding involving QPF or QIH, a court applying applicable law would not substantively consolidate the assets and liabilities of QRF 2022-1 or QRH with those of QPF, QIH, or any other affiliate.

3. Enforceability Opinion. Opinion of Calderwood & Harkness LLP that the Indenture and the Notes constitute the legal, valid, and binding obligations of QRF 2022-1, enforceable against QRF 2022-1 in accordance with their respective terms, subject to customary enforceability exceptions (including bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally, and general princ

4. Security Interest Perfection Opinion. Opinion of Calderwood & Harkness LLP that the security interests granted by QRF 2022-1 in favor of the Trustee in the receivables, the proceeds thereof, and the transaction accounts constitute valid and perfected first-priority security interests under Article 9 of the Uniform Commercial Code.

5. Tax Characterization Opinions. Opinions of Calderwood & Harkness LLP (Sylvia Hartwell, Tax Partner) that (a) the Notes will be treated as debt for U.S. federal income tax purposes, and (b) QRF 2022-1 will be treated as a disregarded entity (or qualifying SPE) for U.S. federal income tax purposes and will not be subject to entity-level taxation.

6. No Registration Opinion. Opinion of Calderwood & Harkness LLP that the offering and sale of the Notes in the manner described in the offering memorandum are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 144A and Regulation S thereunder.

7. Delaware LLC Opinions. Opinions of Calderwood & Harkness LLP that each of QRF 2022-1 and QRH has been validly formed as a limited liability company under the Delaware Limited Liability Company Act, is in good standing in the State of Delaware, and has the power and authority to execute and deliver the transaction documents to which it is a party and to perform its obligations thereunder.

8. Underwriter's Counsel Opinion. Opinion of Calloway & Brandt LLP (Harrison Collier, Lead Partner) covering such matters as are customary for the benefit of the underwriter in a Rule 144A / Regulation S asset-backed securities offering, including no registration, disclosure, and 10b-5 negative assurance.

9. Trustee's Counsel Opinion. Opinion of Ashfield & Greer LLP (Vivian Sato, Lead Partner) covering the due authorization, execution, and delivery of the Indenture by Calvoneth Trust and the valid acceptance by Calvoneth Trust of the trust created thereunder. All legal opinions shall be in form and substance satisfactory to Ridgeline Capital Markets LLC, the rating agencies, and the respective counsel of each party. C

Section 13: Placement Fees and Expenses 13.1 Placement Fees The following placement fees shall be payable to Ridgeline Capital Markets LLC, as sole placement agent, upon the successful closing of the offering: Placement fees are payable at closing from the proceeds of the offering or from other funds of the Sponsor. The fee schedule above reflects the differential placement effort and investor outreach required for e

Section 14: Tax Considerations The following is a summary of the principal U.S. federal income tax considerations relating to the proposed transaction. This summary is based on current law and practice and is subject to change. Each investor should consult its own tax advisor regarding the tax consequences of an investment in the Notes. Treatment of Notes as Debt. The Notes are intended to be treated as indebtedness