1025-00007 · Quorum Insurance Holdings · Closing

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CLOSING CERTIFICATE OF CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION

as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian

Delivered Pursuant to

the Indenture dated as of [●], 2022 (the "Indenture"), by and between

QUORUM RECEIVABLES FUNDING 2022-1 LLC a Delaware limited liability company (the "Issuer")

and

CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION a national banking association (the "Trustee")

relating to the issuance of $500,000,000 Aggregate Principal Amount of Notes consisting of:

$375,000,000 Class A Floating Rate Asset-Backed Notes (Preliminary CUSIP: 74892TAA3)

$75,000,000 Class B Floating Rate Asset-Backed Notes (Preliminary CUSIP: 74892TAB1)

$35,000,000 Class C Floating Rate Asset-Backed Notes (Preliminary CUSIP: 74892TAC9)

Dated as of [●], 2022

DRAFT — NOT FOR EXECUTION Draft Date: October 12, 2022

CLOSING CERTIFICATE OF CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION

RECITALS

A. Reference is hereby made to the Indenture dated as of [●], 2022 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Indenture"), by and between Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer"), and Calvoneth Trust Company, National Association, a national banking association (the "Trustee"), and to the transactions contemplated thereunder, including, without limitation, the issuance by the Issuer of asset-backed notes in an aggregate principal amount of $500,000,000 (the "Notes"), which Notes are secured by, and payable from, a segregated pool of insurance premium finance receivables and related assets pledged to the Trustee for the benefit of the Noteholders pursuant to the terms and conditions of the Indenture.

B. Reference is further made to the Note Purchase Agreement dated as of [●], 2022 (the "Note Purchase Agreement"), among the Issuer, Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Sponsor"), and Ridgeline Capital Markets LLC, a Delaware limited liability company (the "Initial Purchaser"), pursuant to which the Initial Purchaser has agreed to purchase the Notes from the Issuer on the terms and subject to the conditions set forth therein, and the Sponsor has agreed to provide certain representations, warranties, and covenants in connection therewith.

C. Reference is further made to the Servicing Agreement dated as of [●], 2022 (the "Servicing Agreement"), among the Issuer, Quorum Premium Finance LLC, a Delaware limited liability company (the "Servicer" or "QPF"), and the Trustee, pursuant to which the Servicer has agreed to service, administer, and collect the receivables included in the receivables pool on behalf of the Issuer and the Trustee, in accordance with the servicing standard set forth therein.

D. Reference is further made to the Back-Up Servicing Agreement dated as of [●], 2022 (the "Back-Up Servicing Agreement"), among the Issuer, the Servicer, Northvane Bank, N.A., a national banking association (the "Back-Up Servicer"), and the Trustee, pursuant to which the Back-Up Servicer has agreed to maintain back-up servicing capabilities and to assume the servicing obligations with respect to the receivables pool upon the occurrence of a Servicer Termination Event, on the terms and subject to the conditions set forth therein.

E. Reference is further made to the Account Control Agreement dated as of [●], 2022 (the "Account Control Agreement"), between the Issuer and the Trustee (acting in its capacity as securities intermediary), pursuant to which the Trustee has agreed to maintain securities accounts and deposit accounts in the name of the Trustee, for the benefit of the Noteholders, and the Issuer has agreed to grant the Trustee exclusive "control" (within the meaning of Section 8-106 and Section 9-104 of the Uniform Commercial Code as in effect in the State of New York) over such accounts.

F. Reference is further made to the Custodian Agreement dated as of [●], 2022 (the "Custodian Agreement"), between the Issuer and the Trustee (acting in its capacity as custodian), pursuant to which the Trustee has agreed to hold and safeguard the receivable files and related documents constituting or evidencing the receivables in the receivables pool, and to release such documents only in accordance with the terms and conditions set forth therein and in the Indenture.

G. Reference is further made to the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022 (the "Pledge Agreement"), from the Issuer to the Trustee, for the benefit of the Secured Parties, pursuant to which the Issuer has granted to the Trustee a first-priority perfected security interest in and lien upon the receivables pool and all related collateral described therein, as security for the Issuer's obligations under the Indenture and the other Transaction Documents.

H. Reference is further made to the Liquidity Facility Agreement dated as of [●], 2022 (the "Liquidity Facility Agreement"), between the Issuer and Northvane Bank, N.A. (in such capacity, the "Liquidity Facility Provider"), pursuant to which the Liquidity Facility Provider has agreed to make available to the Issuer a committed revolving liquidity facility in an aggregate amount of up to $25,000,000, on the terms and subject to the conditions set forth therein, for the purpose of funding any temporary shortfalls in collections on the receivables pool.

I. This Certificate is delivered by the Trustee pursuant to Section [●] of the Indenture and Section [●] of the Note Purchase Agreement, in each case as a condition precedent to the occurrence of the Closing Date and the consummation of the transactions contemplated by the Transaction Documents.

J. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Indenture or, if not defined therein, in the other Transaction Documents, as the context may require.

NOW, THEREFORE, the undersigned hereby certifies as follows:

Section 1. Identity and Authority of Certifying Officer

The undersigned, Gerald K. Fontaine, Senior Trust Officer of Calvoneth Trust Company, National Association, having its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002, hereby certifies, in such capacity as a duly authorized officer of the Trustee and not in his individual capacity, as follows:

1.1 Calvoneth Trust Company, National Association (the "Trustee") is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, with its principal office located at 600 Travis Street, Suite 5800, Houston, Texas 77002. The Trustee has been continuously chartered as a national banking association since its original organization and has not been the subject of any receivership, conservatorship, or similar proceeding.

1.2 The Trustee has all requisite corporate power and authority under its charter, its by-laws, and applicable federal and state law to act as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian under and pursuant to the Transaction Documents to which it is a party, and to enter into, execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party.

1.3 The execution, delivery, and performance by the Trustee of each of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Trustee, including, without limitation, all approvals, authorizations, and consents required under the Trustee's charter, by-laws, and internal policies and procedures. No further corporate action or approval on the part of the Trustee is necessary or required in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby.

Section 2. Acceptance of Appointment

2.1 Indenture Trustee. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Indenture Trustee under and pursuant to the Indenture, in accordance with the terms and conditions thereof. In such capacity, the Trustee shall hold the trust estate for the benefit of the Noteholders and shall exercise such rights, powers, and duties as are specifically set forth in the Indenture, including, without limitation, the duty to act upon the occurrence of an Event of Default in accordance with the standard of care set forth in Section [●] of the Indenture. The Trustee acknowledges that it holds a first-priority perfected security interest in the trust estate for the benefit of the Secured Parties, subject to and in accordance with the terms and conditions of the Indenture and the Pledge Agreement.

2.2 Paying Agent. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Paying Agent under and pursuant to the Indenture. In such capacity, the Trustee shall be responsible for the distribution of all amounts due and payable on the Class A Floating Rate Asset-Backed Notes (the "Class A Notes"), the Class B Floating Rate Asset-Backed Notes (the "Class B Notes"), and the Class C Floating Rate Asset-Backed Notes (the "Class C Notes") on each Payment Date, in accordance with the sequential payment waterfall and priority of payments set forth in Section [●] of the Indenture. The Trustee shall make such distributions from amounts on deposit in the Payment Account in accordance with the written instructions and calculations provided pursuant to the terms of the Indenture.

2.3 Calculation Agent. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Calculation Agent under and pursuant to the Indenture. In such capacity, the Trustee shall be responsible for determining, with respect to each Interest Accrual Period, (a) the applicable SOFR-based benchmark interest rate in accordance with the interest rate determination provisions set forth in Section [●] of the Indenture, (b) the amount of interest accrued and payable on each class of Notes, (c) the amount of principal to be distributed on each class of Notes in accordance with the sequential principal payment provisions of the Indenture, and (d) such other calculations and determinations as are required of the Calculation Agent under the Indenture. The Trustee acknowledges that the interest rate on each class of Notes is determined by reference to the Secured Overnight Financing Rate ("SOFR"), as published by the Federal Reserve Bank of New York (or a successor administrator), plus the applicable margin specified in the Indenture, and that the Trustee shall perform all calculations in accordance with the methodology set forth in the Indenture.

2.4 Securities Intermediary. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Securities Intermediary under and pursuant to the Account Control Agreement. In such capacity, the Trustee shall maintain "control" (within the meaning of Sections 8-106 and 9-104 of the Uniform Commercial Code as in effect in the State of New York) over the following securities accounts and deposit accounts, each of which shall be established and maintained in the name of the Trustee for the benefit of the Noteholders:

(a) the Collection Account — for receipt of all collections on the receivables pool, including scheduled payments, prepayments, liquidation proceeds, and recoveries;

(b) the Payment Account — for the accumulation and distribution of amounts due on the Notes and other obligations in accordance with the sequential payment waterfall set forth in the Indenture;

(c) the Reserve Account — for holding the required overcollateralization amounts in accordance with the reserve requirements set forth in the Indenture (initial target amount: $15,000,000, representing 3.0% of the aggregate initial principal balance of the Notes); and

(d) the Liquidity Reserve Account — for holding amounts drawn under the $25,000,000 Liquidity Facility provided by Northvane Bank, N.A. pursuant to the Liquidity Facility Agreement, to be applied in accordance with the terms and conditions of the Indenture.

The Trustee shall not permit any withdrawal from, or transfer of funds out of, any such account except in accordance with the terms and conditions of the Indenture and the Account Control Agreement.

2.5 Custodian. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Custodian under and pursuant to the Custodian Agreement. In such capacity, the Trustee shall be responsible for the safekeeping, maintenance, and preservation of the receivable files and related documents delivered to the Trustee, and shall hold such files and documents at its Corporate Trust Office (or at such other secure location as may be approved in writing by the Issuer), in each case in accordance with the standards and procedures set forth in the Custodian Agreement. The Trustee shall release receivable files only upon receipt of a written request in the form prescribed by the Custodian Agreement and only for the purposes and subject to the conditions specified therein.

Section 3. Receipt of Transaction Documents

The Trustee hereby certifies that it has received, reviewed, and found satisfactory in form each of the following executed (or to be executed) documents, each dated as of the Closing Date (unless otherwise indicated), and that copies of such documents are on file at the Corporate Trust Office of the Trustee:

(a) the Indenture (execution copy), by and between the Issuer and the Trustee;

(b) the Servicing Agreement (execution copy), among the Issuer, the Servicer, and the Trustee;

(c) the Back-Up Servicing Agreement (execution copy), among the Issuer, the Servicer, the Back-Up Servicer, and the Trustee;

(d) the Account Control Agreement (execution copy), between the Issuer and the Trustee (as securities intermediary);

(e) the Custodian Agreement (execution copy), between the Issuer and the Trustee (as custodian);

(f) the Grant of Security Interest (Pledge Agreement) (execution copy), from the Issuer to the Trustee, for the benefit of the Secured Parties;

(g) the Note Purchase Agreement (execution copy), among the Issuer, QIH, and Ridgeline Capital Markets LLC;

(h) the Administration Agreement (execution copy), between the Issuer and QIH, pursuant to which QIH has agreed to provide certain administrative services to the Issuer in connection with the transactions contemplated by the Transaction Documents;

(i) the Receivables Sale Agreement (execution copy), between Quorum Premium Finance LLC, as originator, and Quorum Receivables Holdings LLC ("QRH"), as purchaser, pursuant to which QPF has agreed to sell, transfer, assign, and convey to QRH all of its right, title, and interest in and to certain insurance premium finance receivables and related assets;

(j) the Receivables Transfer Agreement (execution copy), between QRH, as transferor, and the Issuer, as transferee, pursuant to which QRH has agreed to sell, transfer, assign, and convey to the Issuer all of its right, title, and interest in and to the receivables acquired by QRH from QPF pursuant to the Receivables Sale Agreement;

(k) the Performance Guaranty (execution copy), from QIH in favor of the Trustee, for the benefit of the Noteholders, guaranteeing certain performance obligations of the Servicer and other affiliated transaction parties;

(l) the Liquidity Facility Agreement (execution copy), between the Issuer and Northvane Bank, N.A., as Liquidity Facility Provider;

(m) the Limited Liability Company Agreement of the Issuer (certified copy), together with all amendments and restatements thereof; and

(n) the Certificate of Formation of the Issuer, as certified by the Secretary of State of the State of Delaware (DE SOS File No. 7894231), together with all certificates of amendment thereto.

The documents described in clauses (a) through (n) above, together with all other documents, instruments, and agreements delivered in connection with the transactions contemplated by the Indenture, are collectively referred to herein as the "Transaction Documents." A complete list of Transaction Documents received by the Trustee is set forth on Schedule A attached hereto.

Section 4. Receipt of Legal Opinions

The Trustee hereby certifies that it has received the following opinion letters, each dated as of the Closing Date and addressed to, or permitting reliance by, the Trustee, and that copies of such opinions are on file at the Corporate Trust Office of the Trustee:

(a) the opinion of Calderwood & Harkness LLP, as counsel to the Issuer, regarding the due authorization, execution, delivery, and enforceability of the Indenture and the Notes under the laws of the State of New York, subject to customary assumptions, qualifications, and exceptions;

(b) the opinion of Calderwood & Harkness LLP regarding the valid formation, good standing, and due authorization of Quorum Receivables Funding 2022-1 LLC under the laws of the State of Delaware, including confirmation that the Issuer has been duly organized as a limited liability company under the Delaware Limited Liability Company Act;

(c) the opinion of Calderwood & Harkness LLP regarding the valid formation, good standing, and due authorization of Quorum Receivables Holdings LLC ("QRH") under the laws of the State of Delaware;

(d) the opinion of Calderwood & Harkness LLP regarding the creation, attachment, and perfection of security interests granted by the Issuer in favor of the Trustee, for the benefit of the Secured Parties, under Article 9 of the Uniform Commercial Code as in effect in the relevant jurisdictions, including confirmation of the first-priority status of such security interests (subject to customary exceptions);

(e) the true sale opinion of Calderwood & Harkness LLP regarding the transfer of receivables from QPF to QRH pursuant to the Receivables Sale Agreement, concluding that such transfer constitutes a "true sale" for purposes of applicable federal and state bankruptcy, insolvency, and receivership laws and would not be recharacterized as a secured loan or pledge;

(f) the true sale opinion of Calderwood & Harkness LLP regarding the transfer of receivables from QRH to Quorum Receivables Funding 2022-1 LLC pursuant to the Receivables Transfer Agreement, concluding that such transfer constitutes a "true sale" for purposes of applicable federal and state bankruptcy, insolvency, and receivership laws and would not be recharacterized as a secured loan or pledge;

(g) the non-consolidation opinion of Calderwood & Harkness LLP regarding Quorum Receivables Funding 2022-1 LLC, concluding that, in the event of a bankruptcy, insolvency, or similar proceeding involving QPF, QRH, QIH, or any of their respective affiliates, a court applying applicable law would not order the substantive consolidation of the assets and liabilities of the Issuer with those of any such entity;

(h) the non-consolidation opinion of Calderwood & Harkness LLP regarding Quorum Receivables Holdings LLC, concluding that, in the event of a bankruptcy, insolvency, or similar proceeding involving QPF, QIH, or any of their respective affiliates, a court applying applicable law would not order the substantive consolidation of the assets and liabilities of QRH with those of any such entity;

(i) the opinion of Calderwood & Harkness LLP regarding the exemption of the offering and sale of the Notes from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 144A and Regulation S promulgated thereunder;

(j) the tax opinion of Calderwood & Harkness LLP (Sylvia Hartwell, partner), regarding the treatment of the Notes as indebtedness (and not as equity interests or partnership interests) for United States federal income tax purposes, and regarding the treatment of the Issuer as an entity that is not subject to United States federal income tax as a corporation or as a publicly traded partnership taxable as a corporation;

(k) the opinion of Ashfield & Greer LLP, as counsel to the Trustee, regarding (i) the due organization, valid existence, and good standing of the Trustee as a national banking association, (ii) the due authorization by the Trustee of the execution, delivery, and performance of the Transaction Documents to which the Trustee is a party, and (iii) the enforceability of such Transaction Documents against the Trustee in accordance with their respective terms, subject to customary assumptions, qualifications, and exceptions (including exceptions for bankruptcy, insolvency, and equitable principles); and

(l) the opinion of Calloway & Brandt LLP, as counsel to the Initial Purchaser, to the extent required under the Note Purchase Agreement, as applicable.

A complete list of legal opinions received by the Trustee is set forth on Schedule B attached hereto.

Section 5. Receipt of Certificates and Other Closing Documents

The Trustee hereby certifies that it has received the following certificates and other closing documents, each dated as of the Closing Date (unless otherwise indicated), and that copies of such documents are on file at the Corporate Trust Office of the Trustee:

(a) the Closing Certificate of QIH and QPF, executed by authorized officers of each such entity, certifying as to (i) the accuracy and completeness of the representations and warranties of QIH and QPF contained in the Transaction Documents as of the Closing Date, (ii) the absence of any material adverse change in the financial condition, business, or operations of QIH or QPF since the date of the most recent audited financial statements delivered to the Trustee, (iii) the absence of any Event of Default, Servicer Termination Event, or event that with the giving of notice or the passage of time (or both) would constitute an Event of Default or Servicer Termination Event, and (iv) the satisfaction of all closing conditions applicable to QIH and QPF under the Transaction Documents;

(b) the Officer's Certificate of Quorum Receivables Funding 2022-1 LLC, executed by an authorized officer or manager of the Issuer, certifying as to (i) the accuracy and completeness of the representations and warranties of the Issuer contained in the Indenture and the other Transaction Documents as of the Closing Date, (ii) the due authorization, execution, and delivery of the Transaction Documents by the Issuer, and (iii) the satisfaction of all closing conditions applicable to the Issuer under the Indenture and the Note Purchase Agreement;

(c) the Secretary's Certificate of QIH, certifying as to (i) the resolutions of the Board of Directors of QIH authorizing the execution, delivery, and performance of the Transaction Documents to which QIH is a party and the consummation of the transactions contemplated thereby, (ii) the incumbency and specimen signatures of the authorized signatories of QIH, including Marcus Devereaux, Chief Executive Officer; Priya Raghavan, Chief Financial Officer; and Nolan Whitford, General Counsel, and (iii) the current articles of incorporation and by-laws of QIH;

(d) the Manager's Certificate of Quorum Premium Finance LLC, executed by Sandra Ling-Hwang, as Manager of QPF, certifying as to (i) the resolutions of the members or managers of QPF authorizing the execution, delivery, and performance of the Transaction Documents to which QPF is a party, (ii) the incumbency and specimen signatures of the authorized signatories of QPF, and (iii) the current limited liability company agreement and certificate of formation of QPF;

(e) Good Standing Certificates for each of the following entities, issued by the Secretary of State of the State of Delaware, each dated not more than five (5) Business Days prior to the Closing Date:

(i) Quorum Insurance Holdings Corp. (Delaware);

(ii) Quorum Premium Finance LLC (Delaware);

(iii) Quorum Receivables Holdings LLC (Delaware); and

(iv) Quorum Receivables Funding 2022-1 LLC (Delaware);

(f) evidence of the filing (or authorization to file) of the following UCC-1 financing statements with the Secretary of State of the State of Delaware, in each case reflecting the applicable debtor and secured party and describing the collateral subject to the security interest granted thereunder:

(i) a UCC-1 financing statement naming Quorum Premium Finance LLC as debtor and Quorum Receivables Holdings LLC as secured party, covering the receivables and related assets transferred pursuant to the Receivables Sale Agreement;

(ii) a UCC-1 financing statement naming Quorum Receivables Holdings LLC as debtor and Quorum Receivables Funding 2022-1 LLC as secured party, covering the receivables and related assets transferred pursuant to the Receivables Transfer Agreement; and

(iii) a UCC-1 financing statement naming Quorum Receivables Funding 2022-1 LLC as debtor and Calvoneth Trust Company, National Association as secured party, covering the trust estate and all collateral pledged pursuant to the Indenture and the Pledge Agreement;

(g) the Agreed-Upon Procedures Letter and Comfort Letter from Meridian Ledger LLP (Robert Falcone, engagement partner), independent auditors of QIH, addressed to the Trustee and the Initial Purchaser, dated as of the Closing Date, providing comfort as to certain financial and statistical information relating to QIH, QPF, and the receivables pool set forth in the Offering Memorandum, prepared in accordance with the standards established by the American Institute of Certified Public Accountants; and

(h) the Third-Party Verification Report from Veristead Analytics LLC (Katharine Drummond, managing director), dated as of the Closing Date and addressed to the Trustee and the Initial Purchaser, regarding the reconciliation and stratification of the receivables pool as of the applicable cut-off date, including verification of pool composition, weighted average characteristics, delinquency and default statistics, and compliance with the eligibility criteria set forth in the Indenture.

A complete list of certificates and other closing deliverables received by the Trustee is set forth on Schedule C attached hereto.

Section 6. Receipt of Rating Agency Confirmations

6.1 The Trustee hereby certifies that it has received written confirmation from Brindoval Ratings Inc. (Engagement No. CR-SF-2022-08812), dated as of the Closing Date, confirming the assignment of the following final ratings to the Notes:

6.2 The Trustee hereby certifies that it has received written confirmation from Pinnacle Rating Services LLC (Engagement No. PRS-2022-ABS-3347), dated as of the Closing Date, confirming the assignment of the following final ratings to the Notes:

6.3 The receipt of the foregoing final ratings from each of Brindoval Ratings Inc. and Pinnacle Rating Services LLC constitutes a condition precedent to the occurrence of the Closing Date under the Indenture and the Note Purchase Agreement. The Trustee makes no representation or warranty as to the accuracy, completeness, or ongoing validity of such ratings, and acknowledges that credit ratings are not a recommendation to purchase, hold, or sell any of the Notes and may be revised, suspended, or withdrawn at any time by the applicable rating agency.

Section 7. Establishment of Accounts

7.1 The Trustee hereby confirms that it has established, or will establish on or prior to the Closing Date, the following segregated trust accounts at its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002:

(a) the Collection Account — a segregated trust account for the receipt of all collections on the receivables pool, including, without limitation, scheduled payments of principal and interest, prepayments in full and in part, liquidation proceeds, recoveries on defaulted receivables, and all other amounts received or collected by or on behalf of the Servicer with respect to the receivables;

(b) the Payment Account — a segregated trust account for the accumulation and distribution of amounts due on the Notes and other obligations of the Issuer on each Payment Date, in accordance with the sequential payment waterfall and priority of payments set forth in Section [●] of the Indenture;

(c) the Reserve Account — a segregated trust account for holding required overcollateralization amounts in accordance with the reserve requirements of the Indenture (the initial target balance of the Reserve Account being $15,000,000, representing 3.0% of the aggregate initial principal balance of the Notes, to be funded on the Closing Date from the proceeds of the issuance and sale of the Notes); and

(d) the Liquidity Reserve Account — a segregated trust account for holding amounts drawn under the $25,000,000 committed revolving Liquidity Facility provided by Northvane Bank, N.A. pursuant to the Liquidity Facility Agreement, which amounts shall be applied to cover temporary shortfalls in collections on the receivables pool in accordance with the terms and conditions of the Indenture and the Liquidity Facility Agreement.

7.2 Each of the accounts described in Section 7.1 above shall be maintained as a securities account or deposit account (as applicable) in the name of "Calvoneth Trust Company, National Association, as Trustee for the benefit of the Noteholders of Quorum Receivables Funding 2022-1 LLC," and shall be subject to the exclusive control of the Trustee, in accordance with the Account Control Agreement and the Indenture. The Trustee shall not commingle amounts held in any such account with any other funds of the Trustee or any other Person.

7.3 Account details for each of the foregoing accounts (including account numbers, ABA routing numbers, and related information) are set forth on Schedule D attached hereto (to be completed at closing).

Section 8. Authentication and Delivery of Notes

8.1 The Trustee hereby confirms that, upon receipt of an Authentication Order from the Issuer in the form prescribed by Section [●] of the Indenture, the Trustee is prepared to authenticate and deliver the following Notes:

(a) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes;

(b) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes; and

8.2 The Notes shall be issued in fully registered, book-entry form, without coupons, and shall be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), for credit to the accounts of DTC participants in accordance with DTC's customary procedures. Beneficial interests in the global notes shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its participants.

8.3 The preliminary CUSIP numbers assigned to the Notes are as follows:

The foregoing CUSIP numbers are preliminary and are included for reference purposes only. Final CUSIP numbers will be assigned by CUSIP Global Services prior to the Closing Date and will be reflected on the definitive global notes delivered to DTC on the Closing Date. Neither the Trustee nor any other party to the Transaction Documents shall have any responsibility for the selection or accuracy of CUSIP numbers, and no representation is made as to the correctness of such numbers as printed on the Notes or as contained in any notice delivered to Noteholders.

Section 9. Fees

9.1 The Trustee hereby confirms that its acceptance of appointment as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian is subject to the payment of fees and reimbursement of expenses as set forth in the Indenture and in the separate fee letter dated as of [●], 2022, between the Trustee and the Issuer (the "Fee Letter"), including the following:

(a) Annual Trustee Fee: $35,000 per annum, payable in arrears on each Payment Date in equal installments (or such other installments as may be specified in the Indenture or the Fee Letter), for the Trustee's services as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian; and

(b) Per-Payment-Date Distribution Calculation Fee: $5,000 per Payment Date, payable in arrears on each Payment Date, for the Trustee's services in performing the calculations required of the Calculation Agent and Paying Agent in connection with each Payment Date distribution.

9.2 The fees described in Section 9.1 above, together with any reimbursable expenses of the Trustee incurred in the performance of its duties and obligations under the Transaction Documents, are payable at the first priority level of the sequential payment waterfall set forth in Section [●] of the Indenture, senior in right of payment to the Servicing Fee payable to the Servicer, interest on the Notes of each class, principal on the Notes of each class, and all other amounts payable under the Indenture. The Trustee shall have a first-priority lien on the trust estate for the payment of its fees, expenses, and indemnification amounts as set forth in the Indenture.

Section 10. No Event of Default; Readiness to Perform

10.1 The Trustee hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry of the officers and employees of the Trustee who have responsibility for the administration of the trust created by the Indenture), no Event of Default under the Indenture, and no event that with the giving of notice, the passage of time, or both, would constitute an Event of Default under the Indenture, has occurred and is continuing as of the date hereof.

10.2 The Trustee hereby certifies that it is ready, willing, and able to perform its duties and obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture, the Servicing Agreement, the Back-Up Servicing Agreement, the Account Control Agreement, the Custodian Agreement, and the Pledge Agreement.

10.3 The Trustee further certifies that, as of the date hereof, the Trustee has no actual knowledge of any facts, circumstances, events, or conditions that would materially impair or prevent the Trustee from performing its duties and obligations under the Transaction Documents in accordance with their respective terms.

Section 11. No Conflict; Compliance

11.1 The Trustee hereby certifies that neither the execution and delivery by the Trustee of any of the Transaction Documents to which the Trustee is a party, nor the consummation by the Trustee of the transactions contemplated thereby, nor the performance by the Trustee of its obligations thereunder, will (a) violate, conflict with, or result in a breach of any provision of the charter or by-laws of the Trustee, (b) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of any law, statute, regulation, rule, judgment, order, decree, or governmental directive applicable to or binding on the Trustee, or (c) violate, conflict with, or result in a breach of, or constitute a default under, any material agreement, instrument, or obligation to which the Trustee is a party or by which the Trustee or any of its assets may be bound.

11.2 The Trustee hereby confirms that it meets the eligibility requirements set forth in Section [●] of the Indenture for service as Indenture Trustee, including, without limitation:

(a) the Trustee is a national banking association organized and doing business under the laws of the United States and is authorized under such laws to exercise corporate trust powers;

(b) the Trustee has a combined capital and surplus of not less than $50,000,000 (or such other amount as may be specified in Section [●] of the Indenture), as set forth in its most recent published annual report of condition; and

(c) to the extent applicable, the Trustee satisfies the eligibility requirements set forth in Section 310(a) of the Trust Indenture Act of 1939, as amended (the "TIA"), including the requirement that no "obligor upon the indenture securities" or any person directly or indirectly controlling, controlled by, or under common control with such obligor, shall serve as trustee under the Indenture.

Section 12. Reliance and Limitation of Liability

12.1 The Trustee makes the certifications contained herein solely in its capacity as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under and pursuant to the Transaction Documents, and not in its individual or corporate capacity. Nothing contained in this Certificate shall be construed to impose any personal liability on the Trustee or on any officer, director, employee, or agent of the Trustee, except to the extent expressly provided in the Indenture.

12.2 The Trustee's liability in connection with the Transaction Documents and the transactions contemplated thereby is limited as set forth in the Indenture, including, without limitation, the customary exculpation, limitation of liability, and indemnification provisions set forth in Sections [●] through [●] of the Indenture. Without limiting the generality of the foregoing, the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and the Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in accordance with the direction of the holders of Notes representing a majority of the aggregate outstanding principal balance of the most senior class of Notes then outstanding.

12.3 The Trustee has made no independent investigation of the receivables comprising the receivables pool, the creditworthiness or payment history of any obligor on any receivable, the value or collectability of any receivable, or the accuracy, completeness, or adequacy of any information, data, or disclosure set forth in the Offering Memorandum, and the Trustee assumes no responsibility or liability therefor. The Trustee shall have no obligation to monitor the performance of the receivables pool or to verify the accuracy of any report, certificate, or statement delivered by the Servicer or any other party to the Transaction Documents, except as expressly required by the terms of the Indenture.

12.4 In making the certifications and confirmations contained in this Certificate, the Trustee is relying upon, and is entitled to rely upon, the opinions, certificates, reports, representations, warranties, and other documents and information delivered by or on behalf of the Issuer, the Sponsor, the Servicer, the Back-Up Servicer, the Liquidity Facility Provider, the Initial Purchaser, and their respective counsel and other professional advisors, in each case in accordance with the terms and conditions of the Indenture and the other Transaction Documents. The Trustee shall have no duty to make any investigation into, or to verify the accuracy or completeness of, any such opinions, certificates, reports, representations, warranties, or other documents or information.

Section 13. Governing Law

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).

IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above.

CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian

By: ________

Name: Gerald K. Fontaine

Title: Senior Trust Officer

Date: [●], 2022

SCHEDULE A

List of Transaction Documents Received (Cross-referencing Section 3)

[To be completed at closing. The following documents are expected to be listed on this schedule:]

1. Indenture

2. Servicing Agreement

3. Back-Up Servicing Agreement

4. Account Control Agreement

5. Custodian Agreement

6. Grant of Security Interest (Pledge Agreement)

7. Note Purchase Agreement

8. Administration Agreement

9. Receivables Sale Agreement

10. Receivables Transfer Agreement

11. Performance Guaranty

12. Liquidity Facility Agreement

13. Limited Liability Company Agreement of the Issuer (certified copy)

14. Certificate of Formation of the Issuer (DE SOS File No. 7894231)

SCHEDULE B

List of Legal Opinions Received (Cross-referencing Section 4)

[To be completed at closing. The following opinions are expected to be listed on this schedule:]

1. Calderwood & Harkness LLP — Enforceability Opinion (Indenture and Notes)

2. Calderwood & Harkness LLP — Formation / Good Standing Opinion (QRF 2022-1)

3. Calderwood & Harkness LLP — Formation / Good Standing Opinion (QRH)

4. Calderwood & Harkness LLP — UCC Article 9 Security Interest Perfection Opinion

5. Calderwood & Harkness LLP — True Sale Opinion (QPF to QRH)

6. Calderwood & Harkness LLP — True Sale Opinion (QRH to QRF 2022-1)

7. Calderwood & Harkness LLP — Non-Consolidation Opinion (QRF 2022-1)

8. Calderwood & Harkness LLP — Non-Consolidation Opinion (QRH)

9. Calderwood & Harkness LLP — Securities Act Exemption Opinion (Rule 144A / Regulation S)

10. Calderwood & Harkness LLP — Tax Opinion (Sylvia Hartwell) (Debt Treatment)

11. Ashfield & Greer LLP — Trustee Authorization and Enforceability Opinion

12. Calloway & Brandt LLP — Underwriter's Counsel Opinion (as applicable)

SCHEDULE C

List of Certificates and Other Closing Deliverables Received (Cross-referencing Section 5)

[To be completed at closing. The following certificates and other documents are expected to be listed on this schedule:]

1. Closing Certificate of QIH and QPF

2. Officer's Certificate of QRF 2022-1

3. Secretary's Certificate of QIH (with Board Resolutions and Incumbency)

4. Manager's Certificate of QPF (Sandra Ling-Hwang)

5. Good Standing Certificate — QIH (Delaware)

6. Good Standing Certificate — QPF (Delaware)

7. Good Standing Certificate — QRH (Delaware)

8. Good Standing Certificate — QRF 2022-1 (Delaware)

9. UCC-1 Financing Statement — QPF (debtor) / QRH (secured party)

10. UCC-1 Financing Statement — QRH (debtor) / QRF 2022-1 (secured party)

11. UCC-1 Financing Statement — QRF 2022-1 (debtor) / Calvoneth Trust (secured party)

12. Agreed-Upon Procedures Letter and Comfort Letter — Meridian Ledger LLP (Robert Falcone)

13. Third-Party Verification Report — Veristead Analytics LLC (Katharine Drummond)

SCHEDULE D

Account Details (Cross-referencing Section 7)

[To be completed at closing.]

DRAFT — October 12, 2022 — Subject to Completion — Not for Execution Calderwood & Harkness LLP — Matter No. 1025-00007

Class of Notes	Brindoval Ratings Inc. Rating
Class A Floating Rate Asset-Backed Notes	AAA(cr)
Class B Floating Rate Asset-Backed Notes	A(cr)
Class C Floating Rate Asset-Backed Notes	BBB(cr)
Class of Notes	Pinnacle Rating Services LLC Rating
Class A Floating Rate Asset-Backed Notes	Aaa(p)
Class B Floating Rate Asset-Backed Notes	A1(p)
Class C Floating Rate Asset-Backed Notes	Baa2(p)
Class of Notes	Preliminary CUSIP
Class A Floating Rate Asset-Backed Notes	74892TAA3
Class B Floating Rate Asset-Backed Notes	74892TAB1
Class C Floating Rate Asset-Backed Notes	74892TAC9
Account	Account Name	Account Number	ABA Routing Number
Collection Account	Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Collection Account	[●]	[●]
Payment Account	Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Payment Account	[●]	[●]
Reserve Account	Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Reserve Account	[●]	[●]
Liquidity Reserve Account	Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Liquidity Reserve Account	[●]	[●]

CLOSING CERTIFICATE OF CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION
as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian
Delivered Pursuant to
the Indenture dated as of [●], 2022 (the "Indenture"), by and between
QUORUM RECEIVABLES FUNDING 2022-1 LLC a Delaware limited liability company (the "Issuer")
and
CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION a national banking association (the "Trustee")
relating to the issuance of $500,000,000 Aggregate Principal Amount of Notes consisting of:
$375,000,000 Class A Floating Rate Asset-Backed Notes (Preliminary CUSIP: 74892TAA3)
$75,000,000 Class B Floating Rate Asset-Backed Notes (Preliminary CUSIP: 74892TAB1)
$35,000,000 Class C Floating Rate Asset-Backed Notes (Preliminary CUSIP: 74892TAC9)
Dated as of [●], 2022
DRAFT — NOT FOR EXECUTION Draft Date: October 12, 2022
CLOSING CERTIFICATE OF CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION
RECITALS
A. Reference is hereby made to the Indenture dated as of [●], 2022 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Indenture"), by and between Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (the "Issuer"), and Calvoneth Trust Company, National Association, a national banking association (the "Trustee"), and to the transactions contemplated thereunder, including, without limitation, the issuance by the Issuer of asset-backed notes in an aggregate principal amount of $500,000,000 (the "Notes"), which Notes are secured by, and payable from, a segregated pool of insurance premium finance receivables and related assets pledged to the Trustee for the benefit of the Noteholders pursuant to the terms and conditions of the Indenture.
B. Reference is further made to the Note Purchase Agreement dated as of [●], 2022 (the "Note Purchase Agreement"), among the Issuer, Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Sponsor"), and Ridgeline Capital Markets LLC, a Delaware limited liability company (the "Initial Purchaser"), pursuant to which the Initial Purchaser has agreed to purchase the Notes from the Issuer on the terms and subject to the conditions set forth therein, and the Sponsor has agreed to provide certain representations, warranties, and covenants in connection therewith.
C. Reference is further made to the Servicing Agreement dated as of [●], 2022 (the "Servicing Agreement"), among the Issuer, Quorum Premium Finance LLC, a Delaware limited liability company (the "Servicer" or "QPF"), and the Trustee, pursuant to which the Servicer has agreed to service, administer, and collect the receivables included in the receivables pool on behalf of the Issuer and the Trustee, in accordance with the servicing standard set forth therein.
D. Reference is further made to the Back-Up Servicing Agreement dated as of [●], 2022 (the "Back-Up Servicing Agreement"), among the Issuer, the Servicer, Northvane Bank, N.A., a national banking association (the "Back-Up Servicer"), and the Trustee, pursuant to which the Back-Up Servicer has agreed to maintain back-up servicing capabilities and to assume the servicing obligations with respect to the receivables pool upon the occurrence of a Servicer Termination Event, on the terms and subject to the conditions set forth therein.
E. Reference is further made to the Account Control Agreement dated as of [●], 2022 (the "Account Control Agreement"), between the Issuer and the Trustee (acting in its capacity as securities intermediary), pursuant to which the Trustee has agreed to maintain securities accounts and deposit accounts in the name of the Trustee, for the benefit of the Noteholders, and the Issuer has agreed to grant the Trustee exclusive "control" (within the meaning of Section 8-106 and Section 9-104 of the Uniform Commercial Code as in effect in the State of New York) over such accounts.
F. Reference is further made to the Custodian Agreement dated as of [●], 2022 (the "Custodian Agreement"), between the Issuer and the Trustee (acting in its capacity as custodian), pursuant to which the Trustee has agreed to hold and safeguard the receivable files and related documents constituting or evidencing the receivables in the receivables pool, and to release such documents only in accordance with the terms and conditions set forth therein and in the Indenture.
G. Reference is further made to the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022 (the "Pledge Agreement"), from the Issuer to the Trustee, for the benefit of the Secured Parties, pursuant to which the Issuer has granted to the Trustee a first-priority perfected security interest in and lien upon the receivables pool and all related collateral described therein, as security for the Issuer's obligations under the Indenture and the other Transaction Documents.
H. Reference is further made to the Liquidity Facility Agreement dated as of [●], 2022 (the "Liquidity Facility Agreement"), between the Issuer and Northvane Bank, N.A. (in such capacity, the "Liquidity Facility Provider"), pursuant to which the Liquidity Facility Provider has agreed to make available to the Issuer a committed revolving liquidity facility in an aggregate amount of up to $25,000,000, on the terms and subject to the conditions set forth therein, for the purpose of funding any temporary shortfalls in collections on the receivables pool.
I. This Certificate is delivered by the Trustee pursuant to Section [●] of the Indenture and Section [●] of the Note Purchase Agreement, in each case as a condition precedent to the occurrence of the Closing Date and the consummation of the transactions contemplated by the Transaction Documents.
J. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Indenture or, if not defined therein, in the other Transaction Documents, as the context may require.
NOW, THEREFORE, the undersigned hereby certifies as follows:
Section 1. Identity and Authority of Certifying Officer
The undersigned, Gerald K. Fontaine, Senior Trust Officer of Calvoneth Trust Company, National Association, having its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002, hereby certifies, in such capacity as a duly authorized officer of the Trustee and not in his individual capacity, as follows:
1.1 Calvoneth Trust Company, National Association (the "Trustee") is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, with its principal office located at 600 Travis Street, Suite 5800, Houston, Texas 77002. The Trustee has been continuously chartered as a national banking association since its original organization and has not been the subject of any receivership, conservatorship, or similar proceeding.
1.2 The Trustee has all requisite corporate power and authority under its charter, its by-laws, and applicable federal and state law to act as indenture trustee, paying agent, calculation agent, securities intermediary, and custodian under and pursuant to the Transaction Documents to which it is a party, and to enter into, execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party.
1.3 The execution, delivery, and performance by the Trustee of each of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Trustee, including, without limitation, all approvals, authorizations, and consents required under the Trustee's charter, by-laws, and internal policies and procedures. No further corporate action or approval on the part of the Trustee is necessary or required in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the transactions contemplated thereby.
Section 2. Acceptance of Appointment
2.1 Indenture Trustee. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Indenture Trustee under and pursuant to the Indenture, in accordance with the terms and conditions thereof. In such capacity, the Trustee shall hold the trust estate for the benefit of the Noteholders and shall exercise such rights, powers, and duties as are specifically set forth in the Indenture, including, without limitation, the duty to act upon the occurrence of an Event of Default in accordance with the standard of care set forth in Section [●] of the Indenture. The Trustee acknowledges that it holds a first-priority perfected security interest in the trust estate for the benefit of the Secured Parties, subject to and in accordance with the terms and conditions of the Indenture and the Pledge Agreement.
2.2 Paying Agent. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Paying Agent under and pursuant to the Indenture. In such capacity, the Trustee shall be responsible for the distribution of all amounts due and payable on the Class A Floating Rate Asset-Backed Notes (the "Class A Notes"), the Class B Floating Rate Asset-Backed Notes (the "Class B Notes"), and the Class C Floating Rate Asset-Backed Notes (the "Class C Notes") on each Payment Date, in accordance with the sequential payment waterfall and priority of payments set forth in Section [●] of the Indenture. The Trustee shall make such distributions from amounts on deposit in the Payment Account in accordance with the written instructions and calculations provided pursuant to the terms of the Indenture.
2.3 Calculation Agent. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Calculation Agent under and pursuant to the Indenture. In such capacity, the Trustee shall be responsible for determining, with respect to each Interest Accrual Period, (a) the applicable SOFR-based benchmark interest rate in accordance with the interest rate determination provisions set forth in Section [●] of the Indenture, (b) the amount of interest accrued and payable on each class of Notes, (c) the amount of principal to be distributed on each class of Notes in accordance with the sequential principal payment provisions of the Indenture, and (d) such other calculations and determinations as are required of the Calculation Agent under the Indenture. The Trustee acknowledges that the interest rate on each class of Notes is determined by reference to the Secured Overnight Financing Rate ("SOFR"), as published by the Federal Reserve Bank of New York (or a successor administrator), plus the applicable margin specified in the Indenture, and that the Trustee shall perform all calculations in accordance with the methodology set forth in the Indenture.
2.4 Securities Intermediary. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Securities Intermediary under and pursuant to the Account Control Agreement. In such capacity, the Trustee shall maintain "control" (within the meaning of Sections 8-106 and 9-104 of the Uniform Commercial Code as in effect in the State of New York) over the following securities accounts and deposit accounts, each of which shall be established and maintained in the name of the Trustee for the benefit of the Noteholders:
(a) the Collection Account — for receipt of all collections on the receivables pool, including scheduled payments, prepayments, liquidation proceeds, and recoveries;
(b) the Payment Account — for the accumulation and distribution of amounts due on the Notes and other obligations in accordance with the sequential payment waterfall set forth in the Indenture;
(c) the Reserve Account — for holding the required overcollateralization amounts in accordance with the reserve requirements set forth in the Indenture (initial target amount: $15,000,000, representing 3.0% of the aggregate initial principal balance of the Notes); and
(d) the Liquidity Reserve Account — for holding amounts drawn under the $25,000,000 Liquidity Facility provided by Northvane Bank, N.A. pursuant to the Liquidity Facility Agreement, to be applied in accordance with the terms and conditions of the Indenture.
The Trustee shall not permit any withdrawal from, or transfer of funds out of, any such account except in accordance with the terms and conditions of the Indenture and the Account Control Agreement.
2.5 Custodian. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Custodian under and pursuant to the Custodian Agreement. In such capacity, the Trustee shall be responsible for the safekeeping, maintenance, and preservation of the receivable files and related documents delivered to the Trustee, and shall hold such files and documents at its Corporate Trust Office (or at such other secure location as may be approved in writing by the Issuer), in each case in accordance with the standards and procedures set forth in the Custodian Agreement. The Trustee shall release receivable files only upon receipt of a written request in the form prescribed by the Custodian Agreement and only for the purposes and subject to the conditions specified therein.
Section 3. Receipt of Transaction Documents
The Trustee hereby certifies that it has received, reviewed, and found satisfactory in form each of the following executed (or to be executed) documents, each dated as of the Closing Date (unless otherwise indicated), and that copies of such documents are on file at the Corporate Trust Office of the Trustee:
(a) the Indenture (execution copy), by and between the Issuer and the Trustee;
(b) the Servicing Agreement (execution copy), among the Issuer, the Servicer, and the Trustee;
(c) the Back-Up Servicing Agreement (execution copy), among the Issuer, the Servicer, the Back-Up Servicer, and the Trustee;
(d) the Account Control Agreement (execution copy), between the Issuer and the Trustee (as securities intermediary);
(e) the Custodian Agreement (execution copy), between the Issuer and the Trustee (as custodian);
(f) the Grant of Security Interest (Pledge Agreement) (execution copy), from the Issuer to the Trustee, for the benefit of the Secured Parties;
(g) the Note Purchase Agreement (execution copy), among the Issuer, QIH, and Ridgeline Capital Markets LLC;
(h) the Administration Agreement (execution copy), between the Issuer and QIH, pursuant to which QIH has agreed to provide certain administrative services to the Issuer in connection with the transactions contemplated by the Transaction Documents;
(i) the Receivables Sale Agreement (execution copy), between Quorum Premium Finance LLC, as originator, and Quorum Receivables Holdings LLC ("QRH"), as purchaser, pursuant to which QPF has agreed to sell, transfer, assign, and convey to QRH all of its right, title, and interest in and to certain insurance premium finance receivables and related assets;
(j) the Receivables Transfer Agreement (execution copy), between QRH, as transferor, and the Issuer, as transferee, pursuant to which QRH has agreed to sell, transfer, assign, and convey to the Issuer all of its right, title, and interest in and to the receivables acquired by QRH from QPF pursuant to the Receivables Sale Agreement;
(k) the Performance Guaranty (execution copy), from QIH in favor of the Trustee, for the benefit of the Noteholders, guaranteeing certain performance obligations of the Servicer and other affiliated transaction parties;
(l) the Liquidity Facility Agreement (execution copy), between the Issuer and Northvane Bank, N.A., as Liquidity Facility Provider;
(m) the Limited Liability Company Agreement of the Issuer (certified copy), together with all amendments and restatements thereof; and
(n) the Certificate of Formation of the Issuer, as certified by the Secretary of State of the State of Delaware (DE SOS File No. 7894231), together with all certificates of amendment thereto.
The documents described in clauses (a) through (n) above, together with all other documents, instruments, and agreements delivered in connection with the transactions contemplated by the Indenture, are collectively referred to herein as the "Transaction Documents." A complete list of Transaction Documents received by the Trustee is set forth on Schedule A attached hereto.
Section 4. Receipt of Legal Opinions
The Trustee hereby certifies that it has received the following opinion letters, each dated as of the Closing Date and addressed to, or permitting reliance by, the Trustee, and that copies of such opinions are on file at the Corporate Trust Office of the Trustee:
(a) the opinion of Calderwood & Harkness LLP, as counsel to the Issuer, regarding the due authorization, execution, delivery, and enforceability of the Indenture and the Notes under the laws of the State of New York, subject to customary assumptions, qualifications, and exceptions;
(b) the opinion of Calderwood & Harkness LLP regarding the valid formation, good standing, and due authorization of Quorum Receivables Funding 2022-1 LLC under the laws of the State of Delaware, including confirmation that the Issuer has been duly organized as a limited liability company under the Delaware Limited Liability Company Act;
(c) the opinion of Calderwood & Harkness LLP regarding the valid formation, good standing, and due authorization of Quorum Receivables Holdings LLC ("QRH") under the laws of the State of Delaware;
(d) the opinion of Calderwood & Harkness LLP regarding the creation, attachment, and perfection of security interests granted by the Issuer in favor of the Trustee, for the benefit of the Secured Parties, under Article 9 of the Uniform Commercial Code as in effect in the relevant jurisdictions, including confirmation of the first-priority status of such security interests (subject to customary exceptions);
(e) the true sale opinion of Calderwood & Harkness LLP regarding the transfer of receivables from QPF to QRH pursuant to the Receivables Sale Agreement, concluding that such transfer constitutes a "true sale" for purposes of applicable federal and state bankruptcy, insolvency, and receivership laws and would not be recharacterized as a secured loan or pledge;
(f) the true sale opinion of Calderwood & Harkness LLP regarding the transfer of receivables from QRH to Quorum Receivables Funding 2022-1 LLC pursuant to the Receivables Transfer Agreement, concluding that such transfer constitutes a "true sale" for purposes of applicable federal and state bankruptcy, insolvency, and receivership laws and would not be recharacterized as a secured loan or pledge;
(g) the non-consolidation opinion of Calderwood & Harkness LLP regarding Quorum Receivables Funding 2022-1 LLC, concluding that, in the event of a bankruptcy, insolvency, or similar proceeding involving QPF, QRH, QIH, or any of their respective affiliates, a court applying applicable law would not order the substantive consolidation of the assets and liabilities of the Issuer with those of any such entity;
(h) the non-consolidation opinion of Calderwood & Harkness LLP regarding Quorum Receivables Holdings LLC, concluding that, in the event of a bankruptcy, insolvency, or similar proceeding involving QPF, QIH, or any of their respective affiliates, a court applying applicable law would not order the substantive consolidation of the assets and liabilities of QRH with those of any such entity;
(i) the opinion of Calderwood & Harkness LLP regarding the exemption of the offering and sale of the Notes from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 144A and Regulation S promulgated thereunder;
(j) the tax opinion of Calderwood & Harkness LLP (Sylvia Hartwell, partner), regarding the treatment of the Notes as indebtedness (and not as equity interests or partnership interests) for United States federal income tax purposes, and regarding the treatment of the Issuer as an entity that is not subject to United States federal income tax as a corporation or as a publicly traded partnership taxable as a corporation;
(k) the opinion of Ashfield & Greer LLP, as counsel to the Trustee, regarding (i) the due organization, valid existence, and good standing of the Trustee as a national banking association, (ii) the due authorization by the Trustee of the execution, delivery, and performance of the Transaction Documents to which the Trustee is a party, and (iii) the enforceability of such Transaction Documents against the Trustee in accordance with their respective terms, subject to customary assumptions, qualifications, and exceptions (including exceptions for bankruptcy, insolvency, and equitable principles); and
(l) the opinion of Calloway & Brandt LLP, as counsel to the Initial Purchaser, to the extent required under the Note Purchase Agreement, as applicable.
A complete list of legal opinions received by the Trustee is set forth on Schedule B attached hereto.
Section 5. Receipt of Certificates and Other Closing Documents
The Trustee hereby certifies that it has received the following certificates and other closing documents, each dated as of the Closing Date (unless otherwise indicated), and that copies of such documents are on file at the Corporate Trust Office of the Trustee:
(a) the Closing Certificate of QIH and QPF, executed by authorized officers of each such entity, certifying as to (i) the accuracy and completeness of the representations and warranties of QIH and QPF contained in the Transaction Documents as of the Closing Date, (ii) the absence of any material adverse change in the financial condition, business, or operations of QIH or QPF since the date of the most recent audited financial statements delivered to the Trustee, (iii) the absence of any Event of Default, Servicer Termination Event, or event that with the giving of notice or the passage of time (or both) would constitute an Event of Default or Servicer Termination Event, and (iv) the satisfaction of all closing conditions applicable to QIH and QPF under the Transaction Documents;
(b) the Officer's Certificate of Quorum Receivables Funding 2022-1 LLC, executed by an authorized officer or manager of the Issuer, certifying as to (i) the accuracy and completeness of the representations and warranties of the Issuer contained in the Indenture and the other Transaction Documents as of the Closing Date, (ii) the due authorization, execution, and delivery of the Transaction Documents by the Issuer, and (iii) the satisfaction of all closing conditions applicable to the Issuer under the Indenture and the Note Purchase Agreement;
(c) the Secretary's Certificate of QIH, certifying as to (i) the resolutions of the Board of Directors of QIH authorizing the execution, delivery, and performance of the Transaction Documents to which QIH is a party and the consummation of the transactions contemplated thereby, (ii) the incumbency and specimen signatures of the authorized signatories of QIH, including Marcus Devereaux, Chief Executive Officer; Priya Raghavan, Chief Financial Officer; and Nolan Whitford, General Counsel, and (iii) the current articles of incorporation and by-laws of QIH;
(d) the Manager's Certificate of Quorum Premium Finance LLC, executed by Sandra Ling-Hwang, as Manager of QPF, certifying as to (i) the resolutions of the members or managers of QPF authorizing the execution, delivery, and performance of the Transaction Documents to which QPF is a party, (ii) the incumbency and specimen signatures of the authorized signatories of QPF, and (iii) the current limited liability company agreement and certificate of formation of QPF;
(e) Good Standing Certificates for each of the following entities, issued by the Secretary of State of the State of Delaware, each dated not more than five (5) Business Days prior to the Closing Date:
(i) Quorum Insurance Holdings Corp. (Delaware);
(ii) Quorum Premium Finance LLC (Delaware);
(iii) Quorum Receivables Holdings LLC (Delaware); and
(iv) Quorum Receivables Funding 2022-1 LLC (Delaware);
(f) evidence of the filing (or authorization to file) of the following UCC-1 financing statements with the Secretary of State of the State of Delaware, in each case reflecting the applicable debtor and secured party and describing the collateral subject to the security interest granted thereunder:
(i) a UCC-1 financing statement naming Quorum Premium Finance LLC as debtor and Quorum Receivables Holdings LLC as secured party, covering the receivables and related assets transferred pursuant to the Receivables Sale Agreement;
(ii) a UCC-1 financing statement naming Quorum Receivables Holdings LLC as debtor and Quorum Receivables Funding 2022-1 LLC as secured party, covering the receivables and related assets transferred pursuant to the Receivables Transfer Agreement; and
(iii) a UCC-1 financing statement naming Quorum Receivables Funding 2022-1 LLC as debtor and Calvoneth Trust Company, National Association as secured party, covering the trust estate and all collateral pledged pursuant to the Indenture and the Pledge Agreement;
(g) the Agreed-Upon Procedures Letter and Comfort Letter from Meridian Ledger LLP (Robert Falcone, engagement partner), independent auditors of QIH, addressed to the Trustee and the Initial Purchaser, dated as of the Closing Date, providing comfort as to certain financial and statistical information relating to QIH, QPF, and the receivables pool set forth in the Offering Memorandum, prepared in accordance with the standards established by the American Institute of Certified Public Accountants; and
(h) the Third-Party Verification Report from Veristead Analytics LLC (Katharine Drummond, managing director), dated as of the Closing Date and addressed to the Trustee and the Initial Purchaser, regarding the reconciliation and stratification of the receivables pool as of the applicable cut-off date, including verification of pool composition, weighted average characteristics, delinquency and default statistics, and compliance with the eligibility criteria set forth in the Indenture.
A complete list of certificates and other closing deliverables received by the Trustee is set forth on Schedule C attached hereto.
Section 6. Receipt of Rating Agency Confirmations
6.1 The Trustee hereby certifies that it has received written confirmation from Brindoval Ratings Inc. (Engagement No. CR-SF-2022-08812), dated as of the Closing Date, confirming the assignment of the following final ratings to the Notes:
6.2 The Trustee hereby certifies that it has received written confirmation from Pinnacle Rating Services LLC (Engagement No. PRS-2022-ABS-3347), dated as of the Closing Date, confirming the assignment of the following final ratings to the Notes:
6.3 The receipt of the foregoing final ratings from each of Brindoval Ratings Inc. and Pinnacle Rating Services LLC constitutes a condition precedent to the occurrence of the Closing Date under the Indenture and the Note Purchase Agreement. The Trustee makes no representation or warranty as to the accuracy, completeness, or ongoing validity of such ratings, and acknowledges that credit ratings are not a recommendation to purchase, hold, or sell any of the Notes and may be revised, suspended, or withdrawn at any time by the applicable rating agency.
Section 7. Establishment of Accounts
7.1 The Trustee hereby confirms that it has established, or will establish on or prior to the Closing Date, the following segregated trust accounts at its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002:
(a) the Collection Account — a segregated trust account for the receipt of all collections on the receivables pool, including, without limitation, scheduled payments of principal and interest, prepayments in full and in part, liquidation proceeds, recoveries on defaulted receivables, and all other amounts received or collected by or on behalf of the Servicer with respect to the receivables;
(b) the Payment Account — a segregated trust account for the accumulation and distribution of amounts due on the Notes and other obligations of the Issuer on each Payment Date, in accordance with the sequential payment waterfall and priority of payments set forth in Section [●] of the Indenture;
(c) the Reserve Account — a segregated trust account for holding required overcollateralization amounts in accordance with the reserve requirements of the Indenture (the initial target balance of the Reserve Account being $15,000,000, representing 3.0% of the aggregate initial principal balance of the Notes, to be funded on the Closing Date from the proceeds of the issuance and sale of the Notes); and
(d) the Liquidity Reserve Account — a segregated trust account for holding amounts drawn under the $25,000,000 committed revolving Liquidity Facility provided by Northvane Bank, N.A. pursuant to the Liquidity Facility Agreement, which amounts shall be applied to cover temporary shortfalls in collections on the receivables pool in accordance with the terms and conditions of the Indenture and the Liquidity Facility Agreement.
7.2 Each of the accounts described in Section 7.1 above shall be maintained as a securities account or deposit account (as applicable) in the name of "Calvoneth Trust Company, National Association, as Trustee for the benefit of the Noteholders of Quorum Receivables Funding 2022-1 LLC," and shall be subject to the exclusive control of the Trustee, in accordance with the Account Control Agreement and the Indenture. The Trustee shall not commingle amounts held in any such account with any other funds of the Trustee or any other Person.
7.3 Account details for each of the foregoing accounts (including account numbers, ABA routing numbers, and related information) are set forth on Schedule D attached hereto (to be completed at closing).
Section 8. Authentication and Delivery of Notes
8.1 The Trustee hereby confirms that, upon receipt of an Authentication Order from the Issuer in the form prescribed by Section [●] of the Indenture, the Trustee is prepared to authenticate and deliver the following Notes:
(a) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes;
(b) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes; and
(c) $35,000,000 aggregate principal amount of Class C Floating Rate Asset-Backed Notes.
8.2 The Notes shall be issued in fully registered, book-entry form, without coupons, and shall be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), for credit to the accounts of DTC participants in accordance with DTC's customary procedures. Beneficial interests in the global notes shall be shown on, and transfers thereof shall be effected only through, records maintained by DTC and its participants.
8.3 The preliminary CUSIP numbers assigned to the Notes are as follows:
The foregoing CUSIP numbers are preliminary and are included for reference purposes only. Final CUSIP numbers will be assigned by CUSIP Global Services prior to the Closing Date and will be reflected on the definitive global notes delivered to DTC on the Closing Date. Neither the Trustee nor any other party to the Transaction Documents shall have any responsibility for the selection or accuracy of CUSIP numbers, and no representation is made as to the correctness of such numbers as printed on the Notes or as contained in any notice delivered to Noteholders.
Section 9. Fees
9.1 The Trustee hereby confirms that its acceptance of appointment as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian is subject to the payment of fees and reimbursement of expenses as set forth in the Indenture and in the separate fee letter dated as of [●], 2022, between the Trustee and the Issuer (the "Fee Letter"), including the following:
(a) Annual Trustee Fee: $35,000 per annum, payable in arrears on each Payment Date in equal installments (or such other installments as may be specified in the Indenture or the Fee Letter), for the Trustee's services as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian; and
(b) Per-Payment-Date Distribution Calculation Fee: $5,000 per Payment Date, payable in arrears on each Payment Date, for the Trustee's services in performing the calculations required of the Calculation Agent and Paying Agent in connection with each Payment Date distribution.
9.2 The fees described in Section 9.1 above, together with any reimbursable expenses of the Trustee incurred in the performance of its duties and obligations under the Transaction Documents, are payable at the first priority level of the sequential payment waterfall set forth in Section [●] of the Indenture, senior in right of payment to the Servicing Fee payable to the Servicer, interest on the Notes of each class, principal on the Notes of each class, and all other amounts payable under the Indenture. The Trustee shall have a first-priority lien on the trust estate for the payment of its fees, expenses, and indemnification amounts as set forth in the Indenture.
Section 10. No Event of Default; Readiness to Perform
10.1 The Trustee hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry of the officers and employees of the Trustee who have responsibility for the administration of the trust created by the Indenture), no Event of Default under the Indenture, and no event that with the giving of notice, the passage of time, or both, would constitute an Event of Default under the Indenture, has occurred and is continuing as of the date hereof.
10.2 The Trustee hereby certifies that it is ready, willing, and able to perform its duties and obligations under each of the Transaction Documents to which it is a party, including, without limitation, the Indenture, the Servicing Agreement, the Back-Up Servicing Agreement, the Account Control Agreement, the Custodian Agreement, and the Pledge Agreement.
10.3 The Trustee further certifies that, as of the date hereof, the Trustee has no actual knowledge of any facts, circumstances, events, or conditions that would materially impair or prevent the Trustee from performing its duties and obligations under the Transaction Documents in accordance with their respective terms.
Section 11. No Conflict; Compliance
11.1 The Trustee hereby certifies that neither the execution and delivery by the Trustee of any of the Transaction Documents to which the Trustee is a party, nor the consummation by the Trustee of the transactions contemplated thereby, nor the performance by the Trustee of its obligations thereunder, will (a) violate, conflict with, or result in a breach of any provision of the charter or by-laws of the Trustee, (b) violate, conflict with, or result in a breach of, or constitute a default (with or without the giving of notice or the passage of time, or both) under, any provision of any law, statute, regulation, rule, judgment, order, decree, or governmental directive applicable to or binding on the Trustee, or (c) violate, conflict with, or result in a breach of, or constitute a default under, any material agreement, instrument, or obligation to which the Trustee is a party or by which the Trustee or any of its assets may be bound.
11.2 The Trustee hereby confirms that it meets the eligibility requirements set forth in Section [●] of the Indenture for service as Indenture Trustee, including, without limitation:
(a) the Trustee is a national banking association organized and doing business under the laws of the United States and is authorized under such laws to exercise corporate trust powers;
(b) the Trustee has a combined capital and surplus of not less than $50,000,000 (or such other amount as may be specified in Section [●] of the Indenture), as set forth in its most recent published annual report of condition; and
(c) to the extent applicable, the Trustee satisfies the eligibility requirements set forth in Section 310(a) of the Trust Indenture Act of 1939, as amended (the "TIA"), including the requirement that no "obligor upon the indenture securities" or any person directly or indirectly controlling, controlled by, or under common control with such obligor, shall serve as trustee under the Indenture.
Section 12. Reliance and Limitation of Liability
12.1 The Trustee makes the certifications contained herein solely in its capacity as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under and pursuant to the Transaction Documents, and not in its individual or corporate capacity. Nothing contained in this Certificate shall be construed to impose any personal liability on the Trustee or on any officer, director, employee, or agent of the Trustee, except to the extent expressly provided in the Indenture.
12.2 The Trustee's liability in connection with the Transaction Documents and the transactions contemplated thereby is limited as set forth in the Indenture, including, without limitation, the customary exculpation, limitation of liability, and indemnification provisions set forth in Sections [●] through [●] of the Indenture. Without limiting the generality of the foregoing, the Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and the Trustee shall not be liable with respect to any action taken, suffered, or omitted to be taken by it in good faith in accordance with the direction of the holders of Notes representing a majority of the aggregate outstanding principal balance of the most senior class of Notes then outstanding.
12.3 The Trustee has made no independent investigation of the receivables comprising the receivables pool, the creditworthiness or payment history of any obligor on any receivable, the value or collectability of any receivable, or the accuracy, completeness, or adequacy of any information, data, or disclosure set forth in the Offering Memorandum, and the Trustee assumes no responsibility or liability therefor. The Trustee shall have no obligation to monitor the performance of the receivables pool or to verify the accuracy of any report, certificate, or statement delivered by the Servicer or any other party to the Transaction Documents, except as expressly required by the terms of the Indenture.
12.4 In making the certifications and confirmations contained in this Certificate, the Trustee is relying upon, and is entitled to rely upon, the opinions, certificates, reports, representations, warranties, and other documents and information delivered by or on behalf of the Issuer, the Sponsor, the Servicer, the Back-Up Servicer, the Liquidity Facility Provider, the Initial Purchaser, and their respective counsel and other professional advisors, in each case in accordance with the terms and conditions of the Indenture and the other Transaction Documents. The Trustee shall have no duty to make any investigation into, or to verify the accuracy or completeness of, any such opinions, certificates, reports, representations, warranties, or other documents or information.
Section 13. Governing Law
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above.
CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian
By: ________
Name: Gerald K. Fontaine
Title: Senior Trust Officer
Date: [●], 2022
SCHEDULE A
List of Transaction Documents Received (Cross-referencing Section 3)
[To be completed at closing. The following documents are expected to be listed on this schedule:]
1.  Indenture
2.  Servicing Agreement
3.  Back-Up Servicing Agreement
4.  Account Control Agreement
5.  Custodian Agreement
6.  Grant of Security Interest (Pledge Agreement)
7.  Note Purchase Agreement
8.  Administration Agreement
9.  Receivables Sale Agreement
10.  Receivables Transfer Agreement
11.  Performance Guaranty
12.  Liquidity Facility Agreement
13.  Limited Liability Company Agreement of the Issuer (certified copy)
14.  Certificate of Formation of the Issuer (DE SOS File No. 7894231)
SCHEDULE B
List of Legal Opinions Received (Cross-referencing Section 4)
[To be completed at closing. The following opinions are expected to be listed on this schedule:]
1.  Calderwood & Harkness LLP — Enforceability Opinion (Indenture and Notes)
2.  Calderwood & Harkness LLP — Formation / Good Standing Opinion (QRF 2022-1)
3.  Calderwood & Harkness LLP — Formation / Good Standing Opinion (QRH)
4.  Calderwood & Harkness LLP — UCC Article 9 Security Interest Perfection Opinion
5.  Calderwood & Harkness LLP — True Sale Opinion (QPF to QRH)
6.  Calderwood & Harkness LLP — True Sale Opinion (QRH to QRF 2022-1)
7.  Calderwood & Harkness LLP — Non-Consolidation Opinion (QRF 2022-1)
8.  Calderwood & Harkness LLP — Non-Consolidation Opinion (QRH)
9.  Calderwood & Harkness LLP — Securities Act Exemption Opinion (Rule 144A / Regulation S)
10.  Calderwood & Harkness LLP — Tax Opinion (Sylvia Hartwell) (Debt Treatment)
11.  Ashfield & Greer LLP — Trustee Authorization and Enforceability Opinion
12.  Calloway & Brandt LLP — Underwriter's Counsel Opinion (as applicable)
SCHEDULE C
List of Certificates and Other Closing Deliverables Received (Cross-referencing Section 5)
[To be completed at closing. The following certificates and other documents are expected to be listed on this schedule:]
1.  Closing Certificate of QIH and QPF
2.  Officer's Certificate of QRF 2022-1
3.  Secretary's Certificate of QIH (with Board Resolutions and Incumbency)
4.  Manager's Certificate of QPF (Sandra Ling-Hwang)
5.  Good Standing Certificate — QIH (Delaware)
6.  Good Standing Certificate — QPF (Delaware)
7.  Good Standing Certificate — QRH (Delaware)
8.  Good Standing Certificate — QRF 2022-1 (Delaware)
9.  UCC-1 Financing Statement — QPF (debtor) / QRH (secured party)
10.  UCC-1 Financing Statement — QRH (debtor) / QRF 2022-1 (secured party)
11.  UCC-1 Financing Statement — QRF 2022-1 (debtor) / Calvoneth Trust (secured party)
12.  Agreed-Upon Procedures Letter and Comfort Letter — Meridian Ledger LLP (Robert Falcone)
13.  Third-Party Verification Report — Veristead Analytics LLC (Katharine Drummond)
SCHEDULE D
Account Details (Cross-referencing Section 7)
[To be completed at closing.]
DRAFT — October 12, 2022 — Subject to Completion — Not for Execution Calderwood & Harkness LLP — Matter No. 1025-00007
Class of Notes | Brindoval Ratings Inc. Rating
Class A Floating Rate Asset-Backed Notes | AAA(cr)
Class B Floating Rate Asset-Backed Notes | A(cr)
Class C Floating Rate Asset-Backed Notes | BBB(cr)
Class of Notes | Pinnacle Rating Services LLC Rating
Class A Floating Rate Asset-Backed Notes | Aaa(p)
Class B Floating Rate Asset-Backed Notes | A1(p)
Class C Floating Rate Asset-Backed Notes | Baa2(p)
Class of Notes | Preliminary CUSIP
Class A Floating Rate Asset-Backed Notes | 74892TAA3
Class B Floating Rate Asset-Backed Notes | 74892TAB1
Class C Floating Rate Asset-Backed Notes | 74892TAC9
Account | Account Name | Account Number | ABA Routing Number
Collection Account | Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Collection Account | [●] | [●]
Payment Account | Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Payment Account | [●] | [●]
Reserve Account | Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Reserve Account | [●] | [●]
Liquidity Reserve Account | Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Liquidity Reserve Account | [●] | [●]

CLOSING CERTIFICATE OF CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION

CLOSING CERTIFICATE OF CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION

RECITALS

SCHEDULE A

SCHEDULE B

SCHEDULE C

SCHEDULE D

Record

Parties

Dates

Amounts