Contract analysis

Section 1.01 — Defined Terms As used in this Guaranty, the following terms shall have the meanings set forth below. Unless otherwise defined herein, capitalized terms used in this Guaranty shall have the meanings assigned to such terms in the Indenture or the Servicing Agreement, as applicable, and such definitions are incorporated herein by reference. "Administration Agreement" means the Administration Agreement dat

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all references herein to articles, sections, exhibits, and schedules are to articles, sections, exhibits, and schedules of and to this Guaranty. (b) Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, words importing any gender shall include every gender, and references to "i

Section 2.01 — Scope of Guaranty; Guaranteed Obligations The Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Trustee, for the ratable benefit of the Noteholders, the full and punctual payment and performance by QPF of each and all of the following obligations of QPF (collectively, the "Guaranteed Obligations"): (a) Seller Obligations. All obligations of QPF, in its capacity as Seller,

Section 2.02 — Nature of Guaranty (a) This Guaranty is a guaranty of payment and performance and not merely a guaranty of collection. The Trustee shall not be required to exhaust any right or remedy, or to take any action, against QPF, the Issuer, QRH, the Back-Up Servicer, or any other Person, or against any collateral or security for the Guaranteed Obligations, before proceeding against the Guarantor under this Gua

Section 2.03 — Reinstatement If at any time any payment or other performance received by the Trustee or any Noteholder on account of the Guaranteed Obligations is rescinded, avoided, set aside, or otherwise returned or required to be returned for any reason whatsoever (including, without limitation, by reason of any order, judgment, or decree of any court or governmental authority in connection with any bankruptcy, i

Section 2.04 — Subrogation (a) Until all Notes have been paid in full and all Guaranteed Obligations have been fully and indefeasibly performed, paid, or discharged, the Guarantor hereby irrevocably waives any and all rights of subrogation, contribution, reimbursement, or indemnification that the Guarantor may have against QPF, the Issuer, QRH, or any other Transaction party, and any right to participate in or benefi

Section 2.05 — Waivers by Guarantor To the fullest extent permitted by applicable law, the Guarantor hereby irrevocably waives each of the following: (a) notice of acceptance of this Guaranty by the Trustee or any Noteholder; (b) notice of the creation, existence, or incurrence of any Guaranteed Obligations or any increase in the amount thereof; (c) presentment, demand for payment or performance, protest, and notice

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR The Guarantor hereby represents and warrants to the Trustee, for the benefit of the Noteholders, as of the date hereof and as of the Closing Date, as follows:

Section 3.01 — Organization and Good Standing The Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has the corporate power and authority to own, lease, and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Guarantor is duly qualified and authorized to transact business and is

Section 3.02 — Authorization; Binding Effect The execution, delivery, and performance of this Guaranty by the Guarantor have been duly authorized by all necessary corporate action on the part of the Guarantor, including resolutions of the Board of Directors of the Guarantor adopted on July 27, 2022, and no further corporate action on the part of the Guarantor is necessary for such execution, delivery, and performance

Section 3.03 — No Conflict The execution, delivery, and performance of this Guaranty by the Guarantor, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Guarantor's Certificate of Incorporation (as amended) or Amended and Restated Bylaws; (b) violate any applicable law, rule, regulation, order, judgment, decree,

Section 3.04 — No Consent Required No consent, approval, authorization, order, registration, qualification, or filing with any federal, state, local, or foreign governmental authority, regulatory body, or other third party is required for the execution, delivery, and performance of this Guaranty by the Guarantor or the consummation of the transactions contemplated hereby, except as has already been obtained, made, or

Section 3.05 — Litigation There are no pending or, to the knowledge of the Guarantor after due inquiry, threatened actions, suits, proceedings, investigations, or claims against the Guarantor, at law or in equity, before or by any court, governmental authority, arbitrator, or other tribunal that (a) challenge the validity or enforceability of this Guaranty or any of the Transaction Documents to which the Guarantor is

Section 3.06 — Financial Condition (a) The audited consolidated financial statements of the Guarantor for the fiscal year ended December 31, 2021, copies of which have been delivered to the Trustee, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis and were audited by Meridian Ledger LLP, a PCAOB-registered public accounting firm. Such financial stat

Section 3.07 — Ownership of QPF QPF is a wholly owned subsidiary of the Guarantor. The Guarantor directly or indirectly owns 100% of the issued and outstanding equity interests of QPF, free and clear of any liens, pledges, encumbrances, or restrictions (other than restrictions under applicable securities laws or organizational documents). The Guarantor has the ability, through its ownership and control of QPF, to cau

Section 3.08 — Solvency The Guarantor is, and after giving full effect to the execution and delivery of this Guaranty and the incurrence of the contingent obligations contemplated hereby will be, solvent and able to pay its debts as they become due. The fair value and fair saleable value of the assets of the Guarantor exceed, and after giving effect to this Guaranty will exceed, the total amount of the Guarantor's li

Section 3.09 — Investment Company Act The Guarantor is not an "investment company" or a company "controlled by" an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

ARTICLE IV — COVENANTS OF THE GUARANTOR The Guarantor hereby covenants and agrees with the Trustee, for the benefit of the Noteholders, as follows:

Section 4.01 — Maintenance of Existence (a) The Guarantor shall preserve and maintain its corporate existence and good standing under the laws of the State of Delaware, and shall preserve and maintain its qualification to do business and good standing in each jurisdiction in which the character of its properties or the nature of its business requires such qualification, except where the failure to be so qualified wou

Section 4.02 — Ownership of QPF (a) The Guarantor shall maintain, at all times during the term of this Guaranty, direct or indirect ownership of 100% of the issued and outstanding equity interests of QPF, free and clear of any liens, pledges, encumbrances, or restrictions (other than restrictions under applicable securities laws or organizational documents). (b) The Guarantor shall not permit QPF to merge with or int

Section 4.03 — Financial Reporting The Guarantor shall deliver, or cause to be delivered, to the Trustee: (a) within ninety (90) days after the end of each fiscal year of the Guarantor, the audited consolidated financial statements of the Guarantor for such fiscal year, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis, audited by Meridian Ledger LLP or a

Section 4.04 — Compliance with Laws The Guarantor shall comply in all material respects, and shall cause QPF to comply in all material respects, with all applicable federal, state, and local laws, rules, regulations, orders, judgments, and decrees, including all state insurance and premium finance licensing requirements in all fifty (50) states and the District of Columbia in which QPF is licensed or required to be l

Section 4.05 — Notice of Default The Guarantor shall promptly notify the Trustee in writing of: (a) the occurrence of any Servicer Default under the Servicing Agreement, or any event or circumstance that, with the giving of notice or the passage of time or both, would constitute a Servicer Default, together with a description of such event and the actions being taken or proposed to be taken by the Guarantor or QPF in

Section 4.06 — Books and Records; Inspection (a) The Guarantor shall maintain, and shall cause QPF to maintain, proper books of account, records, and computer files relating to the origination, sale, transfer, and servicing of the Receivables, in each case in accordance with the Servicing Agreement and in a manner that permits the identification and segregation of the Receivables owned by the Issuer from any other re

Section 4.07 — Further Assurances The Guarantor shall, at its own cost and expense, promptly execute and deliver such additional instruments, agreements, and documents, and take such further actions, as the Trustee may from time to time reasonably request in order to carry out the purposes and intent of this Guaranty, to protect the rights of the Trustee and the Noteholders hereunder, and to more effectively evidence

Section 4.08 — Taxes The Guarantor shall timely file all tax returns required to be filed and timely pay and discharge all taxes, assessments, governmental charges, and levies imposed upon it (EIN: 82-4391067) or upon its income, profits, or properties, before the same become delinquent and before penalties accrue thereon, except where the same are being contested in good faith by appropriate proceedings diligently c

Section 4.09 — Limitation on Indebtedness of QPF The Guarantor shall not permit QPF to incur, create, assume, or suffer to exist any indebtedness for borrowed money, or guarantee, endorse, or otherwise become directly or contingently liable for the obligations of any Person (other than the Guarantor), in each case other than as expressly contemplated by the Transaction Documents, without the prior written consent of

ARTICLE V — EVENTS OF DEFAULT; REMEDIES

Section 5.01 — Guarantor Events of Default Each of the following events shall constitute an event of default under this Guaranty (each, a "Guarantor Event of Default"): (a) Payment Default. The Guarantor shall fail to make any payment required to be made by it under this Guaranty within five (5) Business Days after the Trustee shall have delivered a Demand Notice to the Guarantor demanding such payment; (b) Non-Monet

Section 5.02 — Remedies Upon Default Upon the occurrence and during the continuance of any Guarantor Event of Default: (a) the Trustee may, by written notice to the Guarantor, declare all Guaranteed Obligations of the Guarantor under this Guaranty to be immediately due and payable, whereupon the same shall become immediately due and payable without further notice, demand, presentment, protest, or other formality of a

Section 5.03 — Cumulative Remedies All rights and remedies of the Trustee under this Guaranty are cumulative and not exclusive of any other rights or remedies available to the Trustee under any other Transaction Document, at law, or in equity. No single or partial exercise by the Trustee of any right, power, or remedy hereunder shall preclude any other or further exercise thereof, or the exercise of any other right,

ARTICLE VI — LIMITATION ON LIABILITY; NO RECOURSE

Section 6.01 — Limitation on Guarantor's Liability The Guarantor's liability under this Guaranty is limited solely to the Guaranteed Obligations as defined in and described in Section 2.01 hereof. Nothing in this Guaranty shall be construed to make the Guarantor liable for the payment of principal of, premium (if any) on, or interest on the Notes or any other amounts payable by the Issuer under the Indenture or any o

Section 6.02 — No Recourse to SPV Entities The Trustee and the Noteholders shall have no recourse under this Guaranty to the Issuer (Quorum Receivables Funding 2022-1 LLC) or to QRH (Quorum Receivables Holding LLC), or to any of their respective assets, properties, or revenues. Recourse under this Guaranty is solely to the Guarantor and its assets, and the Trustee and the Noteholders shall look only to the Guarantor

Section 7.01 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by personal delivery, (b) one (1) Business Day after being sent by nationally recognized overnight courier service (with proof of delivery requested), or (c) three (3) Business Days

Section 7.02 — Amendments and Waivers (a) No amendment, modification, supplement, or waiver of any provision of this Guaranty shall be effective unless the same shall be in writing and signed by each of the Guarantor and the Trustee. No waiver of any breach or default hereunder shall constitute a waiver of any other, subsequent, or prior breach or default, whether of the same or any other provision of this Guaranty.

Section 7.03 — Assignment; Successors and Assigns (a) The Guarantor may not assign, delegate, or transfer its obligations under this Guaranty, in whole or in part, to any Person without the prior written consent of the Trustee, and any purported assignment without such consent shall be null and void. (b) This Guaranty shall be binding upon the Guarantor and its successors and permitted assigns, and shall inure to the

Section 7.04 — Governing Law This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law, which by its terms applies to this Guaranty).

Section 7.05 — Jurisdiction; Venue; Waiver of Jury Trial (a) The Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or proceeding arising out of or rel

Section 7.06 — Severability If any one or more of the provisions of this Guaranty shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. In such event, the par

Section 7.07 — Entire Agreement This Guaranty, together with the Transaction Documents and the other agreements and instruments delivered in connection herewith and therewith, constitutes the entire agreement between the Guarantor and the Trustee with respect to the subject matter hereof and supersedes all prior negotiations, representations, agreements, and understandings between the parties with respect to such sub

Section 7.08 — Counterparts This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Guaranty by facsimile or by electronic transmission (including in portable document format (PD

Section 7.09 — No Third-Party Beneficiaries This Guaranty is made and entered into for the sole benefit of the Trustee (acting on behalf of, and for the ratable benefit of, the Noteholders), the Noteholders, and the Guarantor. No other Person shall have any right, benefit, priority, or interest under, or because of the existence of, this Guaranty, except that the Noteholders are expressly intended to be third-party b

Section 7.10 — Termination This Guaranty shall terminate and be of no further force or effect upon the earliest to occur of the following: (a) the date on which all Notes have been indefeasibly paid in full in accordance with their terms and all Guaranteed Obligations have been fully performed, paid, or discharged; (b) the date on which the Indenture has been discharged and satisfied in accordance with the provisions

Section 7.11 — Survival The representations and warranties of the Guarantor set forth in Article III of this Guaranty shall survive the execution and delivery of this Guaranty and shall continue in full force and effect until the termination of this Guaranty. The indemnification obligations of the Guarantor, if any, arising under or in connection with this Guaranty shall survive the termination of this Guaranty to th