Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Account Control Agreement" means that certain Account Control Agreement, dated as of the Closing Date, among the Grantor, the Trustee (in its capacity as securities intermediary), and any other parties thereto, governing the establishment, maintenance, and control of the Accounts. "Accounts" means, collecti

Section 1.02 — Rules of Interpretation (a) Unless the context otherwise requires, terms defined in the UCC (including, without limitation, Articles 8 and 9 thereof) that are used but not otherwise defined herein shall have the respective meanings set forth in the UCC as in effect from time to time in the State of New York. (b) All references in this Agreement to Articles, Sections, Exhibits, and Schedules are to Arti

Section 1.03 — Incorporation of Indenture Definitions Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. In the event of any inconsistency between the definition of any term in this Agreement and the definition of such term in the Indenture, the definition in the Indenture shall control, except as expressly provided oth

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Grant As collateral security for the full and timely payment and performance of all Obligations, the Grantor hereby irrevocably grants, assigns, conveys, pledges, hypothecates, and transfers to the Trustee, for the ratable benefit of the Noteholders, a continuing first-priority security interest in all of the Grantor's right, title, and interest in, to, and under the following property, whether now own

Section 2.02 — Security for Obligations The security interest granted herein secures the full and timely payment and performance of all Obligations of the Grantor under or in connection with the Transaction Documents, including, without limitation: (a) all principal of and interest on the Class A Notes (in the aggregate principal amount of $375,000,000), the Class B Notes (in the aggregate principal amount of $75,000

Section 2.03 — Continuing Security Interest; Grant Irrevocable The grant of a security interest pursuant to this Article II constitutes a continuing security interest in the Collateral and shall remain in full force and effect until the Termination Date (as defined in Section 8.01). The grant of the security interest herein is irrevocable during the term of this Agreement. No course of dealing between the Grantor and

Section 2.04 — Back-Up Security Interest To the extent that any court of competent jurisdiction determines, or in the event that, any transfer of Receivables from QPF to QRH pursuant to the Receivables Sale Agreement, or from QRH to the Grantor pursuant to the Receivables Transfer Agreement, is recharacterized as a secured loan or secured financing rather than a true sale or absolute transfer, then this Agreement sha

Section 3.01 — Filing of Financing Statements (a) The Grantor hereby authorizes the Trustee to file, and the Grantor shall cooperate with the Trustee in filing, UCC-1 financing statements (and any amendments, continuation statements, and other filings related thereto) with the Delaware Secretary of State (the "UCC Filing Jurisdiction") naming the Grantor (exact legal name: Quorum Receivables Funding 2022-1 LLC; Feder

Section 3.02 — Control of Accounts (a) Perfection of the security interest in all deposit accounts shall be achieved and maintained through "control" (as defined in UCC Section 9-104 of the applicable jurisdiction) pursuant to the Account Control Agreement among the Grantor and the Trustee (in its capacity as securities intermediary and depository bank). The Trustee is the bank at which the Collection Account, Paymen

Section 3.03 — Delivery of Instruments and Tangible Chattel Paper To the extent that any Receivable constituting Collateral is evidenced by a tangible instrument (as defined in UCC Section 9-102) or tangible chattel paper (as defined in UCC Section 9-102), the Grantor shall promptly deliver, or cause to be delivered, the original of each such instrument and chattel paper to the Trustee or to the Custodian (Calvoneth

Section 3.04 — Further Assurances The Grantor shall, at its own expense, promptly take all actions and execute and deliver all documents, instruments, and agreements that are necessary or desirable, or that the Trustee may reasonably request, in order to: (a) create, attach, perfect, and maintain the first-priority perfected security interest of the Trustee in the Collateral; (b) protect the Collateral against the ri

Section 3.05 — Power of Attorney The Grantor hereby irrevocably constitutes and appoints the Trustee as its true and lawful attorney-in-fact, with full power of substitution and resubstitution, to execute and file, in the name of the Grantor or in the name of the Trustee, financing statements, continuation statements, and amendments thereto, and to take any and all other actions that the Trustee may deem necessary or

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE GRANTOR The Grantor hereby represents and warrants to the Trustee, for the benefit of the Noteholders, as of the Closing Date and as of each date on which additional Receivables are acquired during the Revolving Period, as follows:

Section 4.01 — Organization and Authority (a) The Grantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, formed on August 3, 2022, and filed with the Delaware Secretary of State under File No. 7894231. (b) The Grantor's sole member is Quorum Receivables Holding LLC, a Delaware limited liability company (Delaware Secretary of State File No

Section 4.02 — Enforceability This Agreement has been duly executed and delivered by the Grantor and constitutes the legal, valid, and binding obligation of the Grantor, enforceable against the Grantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of e

Section 4.03 — No Liens The Collateral is, and at all times shall be, free and clear of all liens, security interests, pledges, charges, claims, encumbrances, and interests of any kind whatsoever, other than the following (collectively, "Permitted Liens"): (a) the security interest granted to the Trustee pursuant to this Agreement; (b) the security interests granted to the Trustee under the Indenture; (c) the interes

Section 4.04 — Title to Collateral The Grantor is the legal and beneficial owner of, or otherwise has sufficient rights in, all Collateral in which it purports to grant a security interest hereunder, free and clear of any lien, claim, or encumbrance other than Permitted Liens. The Grantor has not sold, transferred, assigned, or otherwise disposed of any interest in the Collateral other than as expressly contemplated

Section 4.05 — Location; Jurisdiction (a) The Grantor is organized under the laws of the State of Delaware. For purposes of UCC Article 9, the Grantor's "location" (as determined under UCC Section 9-307) is the State of Delaware. (b) The Grantor's registered agent for service of process in the State of Delaware is Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005. (c) The Grantor's organizational identifi

Section 4.06 — Legal Name (a) The exact legal name of the Grantor, as it appears on its Certificate of Formation filed with the Delaware Secretary of State on August 3, 2022, is "Quorum Receivables Funding 2022-1 LLC." (b) The Grantor has not, at any time since its formation, changed its legal name, adopted any trade name, done business under any other name, or changed its identity or corporate structure. The Grantor

Section 4.07 — No Conflicts The execution, delivery, and performance of this Agreement and the grant of the security interest herein do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Grantor's Certificate of Formation or LLC Agreement; (b) violate any law, rule, regulation, order, writ, judgment, injunction, decree, or award applicable to the Grantor or any of its properti

Section 4.08 — Validity and Characteristics of Receivables (a) As of the Cut-Off Date of June 30, 2022, the initial pool of Receivables included as Collateral hereunder consists of approximately 82,400 insurance premium finance loans with the following characteristics: (b) Each Receivable included in the initial pool as of the Cut-Off Date meets, in all material respects, the Eligible Receivables criteria set forth i

Section 4.09 — Compliance with Laws (a) All Receivables included in the Collateral have been originated by QPF in compliance in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, applicable usury laws, truth-in-lending laws, and state premium finance licensing requirements. (b) QPF is duly licensed as a premium finance company in all fifty

Section 4.10 — No Bankruptcy Filing (a) The Grantor has not filed, and does not have any present intention to file, a voluntary petition in bankruptcy under Title 11 of the United States Code or any similar federal, state, or foreign law. No involuntary petition in bankruptcy or any similar proceeding has been filed against the Grantor, and no proceeding seeking to appoint a receiver, liquidator, conservator, trustee

Section 4.11 — Tax Status (a) The Grantor will not be treated as a separate taxable entity for United States federal income tax purposes. The Grantor is treated as a "disregarded entity" within the meaning of Treasury Regulation Section 301.7701-3, or, alternatively, as a qualifying special purpose entity as applicable under the relevant provisions of the Internal Revenue Code of 1986, as amended. (b) The Grantor's f

ARTICLE V — COVENANTS OF THE GRANTOR The Grantor hereby covenants and agrees with the Trustee, for the benefit of the Noteholders, as follows:

Section 5.01 — Maintenance of Security Interest The Grantor shall take all steps necessary to create, maintain, protect, and preserve the first-priority, perfected security interest of the Trustee in the Collateral at all times during the term of this Agreement. Without limiting the generality of the foregoing, the Grantor shall cause all continuation statements to be timely filed with respect to the UCC-1 financing

Section 5.02 — Protection of Collateral The Grantor shall not sell, transfer, assign, exchange, pledge, hypothecate, grant any option with respect to, or otherwise dispose of any Collateral or any interest therein, except as expressly permitted under the Transaction Documents. Without limiting the foregoing, the Grantor may distribute Collections in accordance with the payment waterfall set forth in the Indenture and

Section 5.03 — No Additional Liens The Grantor shall not create, incur, assume, or suffer to exist any lien, security interest, pledge, charge, claim, encumbrance, or other interest on or with respect to any Collateral, other than Permitted Liens. The Grantor shall promptly, at its own expense, take such action as may be necessary to discharge any lien, security interest, or encumbrance on the Collateral that is not

Section 5.04 — Name Change; Relocation The Grantor shall not: (a) change its legal name or any trade name under which it does business; (b) change its organizational form (including by merger, consolidation, or conversion); (c) change its jurisdiction of organization; or (d) change its organizational identification number, in each case without at least thirty (30) days' prior written notice to the Trustee. Prior to a

Section 5.05 — Maintenance of Accounts (a) The Grantor shall maintain all Accounts at the Trustee (in its capacity as securities intermediary) and shall not establish any new deposit account, securities account, or other account at any bank or financial institution without the prior written consent of the Trustee. Any new account so established shall promptly be made subject to an account control agreement in form an

Section 5.06 — Compliance with Concentration Limits During the Revolving Period, the Grantor shall ensure that the pool of Receivables held as Collateral complies at all times with the following concentration limits: (a) Single Obligor Limit. No single obligor shall represent more than 0.75% of the aggregate outstanding principal balance of the pool of Receivables; (b) Single State Limit. No single state shall repres

Section 5.07 — Reporting The Grantor shall, or shall cause the Servicer (QPF) to, deliver to the Trustee, in accordance with the terms and time periods set forth in the Servicing Agreement and the Indenture, periodic reports regarding the Collateral, including, without limitation, monthly servicer reports containing the following information: (a) the aggregate outstanding principal balance of the pool of Receivables;

Section 5.08 — Books and Records The Grantor shall maintain, or shall cause to be maintained, complete and accurate books and records with respect to the Collateral, separate and distinct from the books and records of QIH, QPF, QRH, and any other affiliated entity. Such books and records shall be consistent with the separateness covenants and bankruptcy-remoteness provisions set forth in the Grantor's LLC Agreement.

Section 5.09 — Insurance The Grantor shall maintain, or shall cause to be maintained, all insurance coverage as required by the Transaction Documents, including, without limitation, any errors and omissions insurance, fidelity bonds, or other insurance coverage required by the Indenture, the Servicing Agreement, or any other Transaction Document.

Section 5.10 — Separateness Covenants The Grantor shall observe at all times the separateness covenants set forth in its LLC Agreement, including, without limitation: (a) maintaining separate books, records, and accounts from those of QIH, QPF, QRH, and any other Person; (b) maintaining its own separate bank accounts and not commingling its funds or assets with those of any other Person; (c) maintaining its own stati

Section 5.11 — Minimum Pool Balance During the Revolving Period (the twenty-four (24) month period commencing on the Closing Date), the Grantor shall maintain an aggregate outstanding principal balance of the pool of Receivables of not less than $450,000,000 as of the last day of each collection period. In the event that the aggregate outstanding principal balance of the pool falls below $450,000,000 as of any such d

Section 5.12 — Compliance with Early Amortization Triggers The Grantor shall promptly notify the Trustee in writing (and in no event later than two (2) Business Days after becoming aware thereof) if any early amortization trigger event has occurred or is reasonably anticipated to occur under the Indenture, including, without limitation, the occurrence of any of the following: (a) the three-month rolling average net l

ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default under this Agreement An "Event of Default" under this Agreement shall have occurred and be continuing if any of the following events shall occur: (a) any Event of Default (as defined in the Indenture) shall have occurred and be continuing; (b) the Grantor shall fail to observe or perform any material covenant, obligation, or agreement of the Grantor contained in this Agreement, and su

Section 6.02 — Remedies upon Event of Default Upon the occurrence and during the continuance of an Event of Default hereunder: (a) The Trustee may exercise all rights and remedies available to a secured party under Article 9 of the UCC as in effect in the State of New York or any other applicable jurisdiction, and all other rights and remedies available at law, in equity, or otherwise, including, without limitation,

Section 6.03 — Rights Cumulative All rights and remedies of the Trustee under this Agreement, the Indenture, and the other Transaction Documents are cumulative and not exclusive of any other rights and remedies available to the Trustee at law, in equity, or otherwise. The exercise of any one right or remedy shall not preclude the simultaneous or later exercise of any other right or remedy, and all such rights and rem

Section 6.04 — Waiver of Deficiency The Grantor hereby waives, to the fullest extent permitted by applicable law, any right to require the Trustee to (a) proceed against any other person, entity, or collateral before exercising its rights hereunder, (b) exhaust any other security or remedy before exercising its rights hereunder, or (c) marshal any assets in favor of the Grantor or any other person or against or in pa

Section 6.05 — Application of Proceeds All proceeds received by the Trustee in respect of any sale, collection, foreclosure, or other realization upon all or any part of the Collateral shall be applied in the order of priority set forth in Section 6.02(e) of this Agreement. Any surplus remaining after the indefeasible payment in full of all Obligations shall be returned to the Grantor, its successors, or assigns, or