Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Account Control Agreement" means the Account Control Agreement dated as of the Closing Date among QRF 2022-1, Calvoneth Trust Company, N.A., as securities intermediary, and the Lender, as may be amended, supplemented, or modified from time to time. "Administration Agreement" means the Administration Agr

Section 1.02 — Rules of Interpretation In this Agreement, unless the context otherwise requires: (a) Headings and the table of contents are for convenience of reference only and shall not affect the interpretation of this Agreement. (b) References to "Articles," "Sections," "Exhibits," and "Schedules" refer to Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise stated. (c) Terms defined in

Section 1.03 — SOFR Benchmark Replacement (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the Benchmark Replacement will replace the then-current Benchmark for all purposes her

ARTICLE II — THE LIQUIDITY FACILITY

Section 2.01 — Commitment (a) Subject to the terms and conditions set forth herein, the Lender hereby commits to make Advances to the Borrower during the Draw Period in an aggregate outstanding principal amount not to exceed the Maximum Commitment of Twenty-Five Million Dollars ($25,000,000) at any time. The obligation of the Lender to make each Advance is subject to the satisfaction (or waiver by the Lender) of all

Section 2.02 — Purpose (a) The proceeds of each Advance shall be used solely to fund temporary shortfalls in Collections available to make timely interest payments on the Class A Notes, Class B Notes, and Class C Notes in accordance with the Payment Waterfall set forth in the Indenture. The Borrower shall not apply the proceeds of any Advance for any other purpose without the prior written consent of the Lender. (b)

Section 2.03 — Advances (a) Minimum Advance Amount. The minimum amount of any single Advance shall be Five Hundred Thousand Dollars ($500,000); provided, however, that if the Available Commitment is less than $500,000, an Advance may be made in the amount of the remaining Available Commitment. (b) Maximum Frequency. The Borrower shall not deliver more than two (2) Advance Requests in any single calendar month. (c) De

Section 2.04 — Interest on Advances (a) Interest Rate. Each outstanding Advance shall bear interest from and including the date of such Advance to but excluding the date of repayment in full at a rate per annum equal to SOFR plus 150 basis points (1.50%) (the "Interest Rate"). (b) Day Count. Interest on each Advance shall accrue on the basis of a year of 360 days for the actual number of days elapsed during each Inte

Section 2.05 — Commitment Fee (a) The Borrower shall pay to the Lender a commitment fee (the "Commitment Fee") equal to 0.25% per annum on the daily average undrawn amount of the Maximum Commitment during each Interest Period. For the avoidance of doubt, at the full $25,000,000 commitment undrawn, the annualized Commitment Fee equals Sixty-Two Thousand Five Hundred Dollars ($62,500). (b) The Commitment Fee shall accr

Section 2.06 — Reduction and Termination of Commitment (a) Voluntary Reduction. The Borrower may, upon at least five (5) Business Days' prior irrevocable written notice to the Lender (with a copy to the Indenture Trustee), permanently reduce the Maximum Commitment in whole or in part; provided that (i) each partial reduction shall be in a minimum amount of Five Million Dollars ($5,000,000) and (ii) the Maximum Commit

Section 2.07 — Repayment of Advances (a) Repayment on Payment Dates. All outstanding Advances, together with accrued and unpaid interest thereon, shall be repaid on each Payment Date from Collections in accordance with the Payment Waterfall set forth in the Indenture. The Indenture Trustee shall apply Collections available on each Payment Date in the priority specified in the Indenture, and amounts allocable to repay

Section 2.08 — Computation of Interest and Fees (a) All interest and Commitment Fees hereunder shall be computed on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) during the applicable period. Each determination by the Lender of an interest rate, fee, or other amount payable hereunder shall be conclusive and binding on the Borrower in the abs

Section 2.09 — Evidence of Indebtedness (a) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Advance made hereunder, including the amounts of principal and interest payable and paid to the Lender from time to time. The entries in such account or accounts maintained by the Lender shall constitute prima f

ARTICLE III — ADVANCE REQUEST PROCEDURES

Section 3.01 — Advance Request (a) The Borrower (or the Servicer on behalf of the Borrower, or the Administrator on behalf of the Borrower, in each case as authorized by the Borrower) shall deliver an Advance Request to the Lender and the Indenture Trustee not later than 11:00 a.m. (New York City time) two (2) Business Days prior to the requested Advance Date. Each Advance Request shall be delivered in writing by fac

Section 3.02 — Irrevocability Each Advance Request, once delivered to the Lender and the Indenture Trustee in accordance with Section 3.01, shall be irrevocable and shall constitute a binding obligation of the Borrower to borrow the amount specified therein on the requested Advance Date, subject to the satisfaction of the conditions precedent in Article IV.

Section 3.03 — Funding Upon receipt of a compliant Advance Request delivered in accordance with Section 3.01 and upon satisfaction (or waiver by the Lender) of all applicable conditions precedent set forth in Article IV, the Lender shall fund the requested Advance by wire transfer of immediately available funds to the Liquidity Reserve Account maintained at Calvoneth Trust Company, N.A. The wire transfer instructions

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions Precedent to Closing and Initial Advance The obligation of the Lender to enter into this Agreement and to make the initial Advance hereunder is subject to the satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent on or prior to the Closing Date: (a) Execution and Delivery of Transaction Documents. This Agreement and all other Transaction

Section 4.02 — Conditions Precedent to Each Advance The obligation of the Lender to make each Advance (including the initial Advance) is subject to the satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent as of the applicable Advance Date. The delivery of each Advance Request shall constitute a certification by the Borrower that, as of the applicable Advance Date

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower hereby represents and warrants to the Lender as of the Closing Date and as of each Advance Date as follows:

Section 5.01 — Organization and Good Standing QRF 2022-1 is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE SOS File No. 7894231). QRF 2022-1 is a bankruptcy-remote special purpose entity formed and existing solely for the purposes set forth in its LLC Agreement. The sole member of QRF 2022-1 is Quorum Receivables Holding LLC, a Delaware l

Section 5.02 — Authorization; Binding Obligation The execution, delivery, and performance of this Agreement and each other Transaction Document to which the Borrower is a party have been duly authorized by all necessary limited liability company action on the part of the Borrower, including by the affirmative vote or written consent of the Independent Manager to the extent required by the LLC Agreement. This Agreemen

Section 5.03 — No Conflict The execution, delivery, and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Formation or the LLC Agreement of the Borrower, (b) violate or conflict with any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any court or oth

Section 5.04 — No Litigation No litigation, arbitration, investigation, or governmental proceeding is pending or, to the knowledge of the Borrower (after due inquiry), threatened against the Borrower, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. There are no outstanding judgments, injunctions, writs, or decrees against the Borrower that would reasonably be expected t

Section 5.05 — Compliance with Law The Borrower is in compliance in all material respects with all Applicable Laws, rules, and regulations, including all applicable federal and state securities laws, banking laws, and regulations of any governmental authority having jurisdiction over the Borrower or its activities.

Section 5.06 — Taxes (a) The Borrower is treated as a disregarded entity for U.S. federal income tax purposes. QRF 2022-1 has no separate federal income tax liability. (b) The Borrower has timely filed, or has caused to be timely filed on its behalf, all federal, state, and local tax returns required to be filed, and has paid or caused to be paid all taxes shown to be due and payable on such returns, except to the ex

Section 5.07 — ERISA No "plan assets" (within the meaning of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder) are held by the Borrower, and the Borrower is not and has never been subject to the requirements of Title I or Title IV of ERISA.

Section 5.08 — Investment Company Act The Borrower is not, and after giving effect to the issuance of the Notes and the transactions contemplated by this Agreement and the other Transaction Documents will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is relying on the exclusion from the definition

Section 5.09 — Solvency The Borrower is, and after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents will be, solvent. The Borrower will not be rendered insolvent by the execution and delivery of this Agreement, the incurrence of the obligations hereunder, or the consummation of the transactions contemplated hereby. The Borrower's assets, at fair valuation, exceed it

Section 5.10 — Receivables Pool (a) As of the Cut-Off Date (June 30, 2022) and as of each Advance Date, the Receivables in the pool satisfy the Eligible Receivable criteria set forth in the Receivables Sale Agreement and the Receivables Transfer Agreement. (b) The initial Pool Balance as of the Cut-Off Date is $612,000,000, consisting of approximately 82,400 individual insurance premium finance loans. The statistical

Section 5.11 — Separateness The Borrower has observed all separateness covenants set forth in its LLC Agreement and has at all times maintained its existence as a separate legal entity distinct from QIH, QPF, QRH, and all other Affiliates. Without limiting the generality of the foregoing, the Borrower has: (i) maintained separate books and records; (ii) maintained separate bank accounts; (iii) not commingled its fund

Section 5.12 — Security Interest The Grant of Security Interest creates a valid, first-priority security interest in all of the Collateral in favor of the Indenture Trustee for the benefit of the Noteholders and the Lender, which security interest has been duly perfected by the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and, to the extent applicable, by control under the

Section 5.13 — True Sale The transfers of Receivables from QPF to QRH pursuant to the Receivables Sale Agreement and from QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement constitute true sales and not secured financings for all purposes, including for purposes of the U.S. Bankruptcy Code. Each such transfer has been properly reflected in the books and records of the transferor and the transferee as a

Section 5.14 — No Material Adverse Change Since June 30, 2022 (the Cut-Off Date), no material adverse change has occurred in the business, operations, assets, or financial condition of the Borrower, the Originator, or the Sponsor. Without limiting the foregoing, no event has occurred since the Cut-Off Date that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.

Section 6.01 — Affirmative Covenants The Borrower covenants and agrees that, from and after the Closing Date and until the later of (x) the date on which all Advances and other amounts owing to the Lender hereunder have been paid in full and the Commitment has been terminated, and (y) the date on which all Notes have been paid in full and the Indenture has been discharged, the Borrower shall (and shall cause the Serv

Section 6.02 — Negative Covenants The Borrower covenants and agrees that, from and after the Closing Date and until the later of (x) the date on which all Advances and other amounts owing to the Lender hereunder have been paid in full and the Commitment has been terminated, and (y) the date on which all Notes have been paid in full and the Indenture has been discharged, the Borrower shall not, without the prior writt