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CONFIDENTIAL — DRAFT — SUBJECT TO CHANGE

INDENTURE

among

QUORUM RECEIVABLES FUNDING 2022-1 LLC, as Issuer,

and

CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian

$375,000,000 Class A Floating Rate Asset-Backed Notes $75,000,000 Class B Floating Rate Asset-Backed Notes $35,000,000 Class C Floating Rate Asset-Backed Notes

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state. The Notes are being offered and sold in reliance on exemptions from registration pursuant to Rule 144A and Regulation S under the Securities Act.

Dated as of [●], 2022

EXECUTION DRAFT v4 — October 12, 2022

CONFIDENTIAL — DRAFT — SUBJECT TO CHANGE

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This INDENTURE (as amended, restated, supplemented, or otherwise modified from time to time, this "Indenture"), dated as of [●], 2022, is entered into by and among QUORUM RECEIVABLES FUNDING 2022-1 LLC, a Delaware limited liability company (the "Issuer"), and CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian (in such capacities, together with its successors and assigns, the "Trustee").

RECITALS

WHEREAS, Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1" or the "Issuer") is a Delaware limited liability company duly formed and existing under the laws of the State of Delaware (DE SOS File No. 7894231), organized as a bankruptcy-remote special purpose entity for the sole purpose of acquiring insurance premium finance receivables and issuing notes backed by such receivables;

WHEREAS, the sole member of QRF 2022-1 is Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (DE SOS File No. 7894228), which is an intermediate bankruptcy-remote special purpose entity established in the chain of title between the Originator and the Issuer, and whose sole member is Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company and the originator and servicer of the insurance premium finance receivables;

WHEREAS, QPF is a wholly owned subsidiary of Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation publicly traded on the New York Stock Exchange under ticker symbol QIHC, with its principal executive offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901;

WHEREAS, the Issuer desires to issue its Class A Floating Rate Asset-Backed Notes in the aggregate initial principal amount of $375,000,000 (the "Class A Notes"), its Class B Floating Rate Asset-Backed Notes in the aggregate initial principal amount of $75,000,000 (the "Class B Notes"), and its Class C Floating Rate Asset-Backed Notes in the aggregate initial principal amount of $35,000,000 (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"), and to secure payment thereof and the performance of its other obligations hereunder by granting to the Trustee, for the benefit of the Noteholders and the other Secured Parties, a security interest in and lien upon the Collateral (as defined herein);

WHEREAS, the Trustee has agreed to accept the trusts created hereby and to perform its duties in accordance with the terms and conditions of this Indenture;

WHEREAS, Calvoneth Trust Company, National Association ("Calvoneth Trust" or the "Trustee") is a national banking association duly organized and validly existing under the laws of the United States, with its Corporate Trust Office located at 600 Travis Street, Suite 5800, Houston, Texas 77002, and has been appointed to serve as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under this Indenture;

WHEREAS, the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States, and are being offered and sold in reliance on exemptions from registration pursuant to Rule 144A and Regulation S under the Securities Act, and accordingly may not be offered, sold, or transferred except in compliance with such exemptions and the transfer restrictions set forth herein and in the Notes;

WHEREAS, Brindoval Ratings Inc. has assigned preliminary ratings of AAA(cr) to the Class A Notes, A(cr) to the Class B Notes, and BBB(cr) to the Class C Notes, and Pinnacle Rating Services LLC has assigned preliminary ratings of Aaa(p) to the Class A Notes, A1(p) to the Class B Notes, and Baa2(p) to the Class C Notes, in each case based upon, among other things, the structure of the transaction, the credit enhancement available to each Class of Notes, and the characteristics of the Receivables Pool;

WHEREAS, the insurance premium finance receivables originated by QPF in the ordinary course of its business have been transferred by QPF to QRH pursuant to the Receivables Sale Agreement dated as of the Closing Date, and by QRH to the Issuer pursuant to the Receivables Transfer Agreement dated as of the Closing Date, in each case intended as a true sale and absolute assignment of such receivables;

WHEREAS, QPF has agreed to act as Servicer of the Receivables pursuant to the Servicing Agreement dated as of the Closing Date, and Northvane Bank, National Association has agreed to act as Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the Closing Date; and

WHEREAS, all conditions precedent to the execution and delivery of this Indenture have been fulfilled or waived, and all things necessary to make this Indenture a valid and binding agreement of the Issuer and the Trustee, in accordance with its terms, have been done and performed.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

GRANTING CLAUSE

The Issuer hereby grants, bargains, pledges, assigns, transfers, sets over, and conveys to the Trustee, for the ratable benefit and security of the Secured Parties (as defined herein), a first-priority security interest in, and lien on, all of the Issuer's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising (collectively, the "Collateral"):

(a) all Receivables, including all insurance premium finance receivables transferred to the Issuer under the Receivables Transfer Agreement and all Receivables acquired by the Issuer during the Revolving Period, together with all rights to receive payments thereon and all rights to unearned premium refunds securing such Receivables;

(b) all Collections on or in respect of the Receivables, including all scheduled payments, prepayments, late fees, default interest, and unearned premium refund proceeds;

(c) the Collection Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;

(d) the Payment Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;

(e) the Reserve Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;

(f) the Liquidity Reserve Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;

(g) all rights of the Issuer under the Receivables Transfer Agreement, including all representations, warranties, covenants, and indemnities made by QRH thereunder;

(h) all rights of the Issuer under the Servicing Agreement, including all rights to enforce the obligations of the Servicer;

(i) all rights of the Issuer under the Back-Up Servicing Agreement;

(j) all rights of the Issuer under the Liquidity Facility Agreement, including all rights to draw funds thereunder;

(k) all rights of the Issuer under the Administration Agreement;

(l) all rights of the Issuer under the Account Control Agreement, the Custodian Agreement, the Performance Guaranty, and each other Transaction Document;

(m) all Eligible Investments held in any of the Trust Accounts;

(n) all present and future claims, demands, causes of action, and choses in action in respect of any of the foregoing; and

(o) all Proceeds of any and all of the foregoing (including all distributions, dividends, cash, instruments, chattel paper, and other property receivable on account of any of the foregoing).

TO HAVE AND TO HOLD all such Collateral unto the Trustee and its successors in trust, upon the trusts and subject to the terms, conditions, and provisions set forth herein, for the benefit and security of the Noteholders and the other Secured Parties, subject to no prior lien or encumbrance other than the security interest granted hereby; PROVIDED, HOWEVER, that if the Issuer shall pay or cause to be paid all amounts due on the Notes in accordance with the terms hereof and shall perform and observe all of the covenants and conditions required to be performed and observed by the Issuer hereunder and under the other Transaction Documents, then this Indenture and the estate, rights, and interests hereby granted shall cease, terminate, and be void, and thereupon the Trustee, on demand and at the cost and expense of the Issuer, shall execute and deliver to the Issuer such instruments as may be necessary to release the Collateral from the lien of this Indenture.

ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01 — Definitions

As used in this Indenture, the following terms shall have the following meanings. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the other Transaction Documents, as applicable.

"Account Control Agreement" means the Account Control Agreement dated as of the Closing Date among the Issuer, the Trustee in its capacity as Securities Intermediary, and the Servicer, governing the establishment, maintenance, and control of the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Accounts" means, collectively, the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, and each an "Account."

"Accrual Period" means, with respect to any Payment Date, the period from and including the immediately preceding Payment Date (or, in the case of the first Payment Date after the Closing Date, from and including the Closing Date) to but excluding such Payment Date.

"Administration Agreement" means the Administration Agreement dated as of the Closing Date between the Issuer and Quorum Insurance Holdings Corp., in its capacity as Administrator, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Administrator" means Quorum Insurance Holdings Corp., in its capacity as administrator of the Issuer under the Administration Agreement, or any successor administrator appointed in accordance therewith.

"Affiliate" means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For purposes of this definition, "control" means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Amortization Period" means the twelve (12) month period commencing on the day immediately following the last day of the Revolving Period and ending on the date that is thirty-six (36) months after the Closing Date; provided that if the Revolving Period terminates prior to its scheduled expiration by reason of an Early Amortization Event, the Amortization Period shall commence on the date of such termination and shall continue until the earlier of (i) the date on which all Notes are paid in full and (ii) the Final Maturity Date.

"Available Funds" means, for any Payment Date, the sum of (i) all Collections received during the related Collection Period and deposited into the Collection Account, (ii) all amounts drawn under the Liquidity Facility and deposited into the Liquidity Reserve Account for application on such Payment Date, (iii) all investment earnings on amounts on deposit in the Accounts during the related Collection Period, and (iv) any other amounts available for distribution pursuant to the Priority of Payments, less (x) any amounts required to be deposited into the Reserve Account to maintain the Overcollateralization Amount at the Overcollateralization Target and (y) any amounts payable to the Trustee on a senior basis pursuant to Section 4.01(1) hereof.

"Back-Up Servicer" means Northvane Bank, National Association, in its capacity as back-up servicer under the Back-Up Servicing Agreement, or any successor back-up servicer appointed in accordance therewith.

"Back-Up Servicing Agreement" means the Back-Up Servicing Agreement dated as of the Closing Date among the Issuer, Quorum Premium Finance LLC as Servicer, Northvane Bank, National Association as Back-Up Servicer, and the Trustee, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Back-Up Servicer Fee" means Fifty Thousand Dollars ($50,000) per annum, payable quarterly in arrears in installments of Twelve Thousand Five Hundred Dollars ($12,500) per calendar quarter.

"Benchmark" means, initially, SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement, as determined in accordance with Section 3.02 hereof.

"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Calculation Agent:

(a) the sum of (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (ii) the related Benchmark Replacement Adjustment;

(b) the sum of (i) the ISDA Fallback Rate and (ii) the related Benchmark Replacement Adjustment; or

(c) the sum of (i) the alternate rate of interest that has been selected by the Calculation Agent, giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated asset-backed securities, and (ii) the related Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable unadjusted Benchmark Replacement.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; (b) a public statement or publication of information by the regulatory supervisor of the administrator, the central bank, an insolvency official, a resolution authority, a court, or an entity with similar authority over the administrator, stating that the administrator has ceased or will cease to provide the Benchmark permanently or indefinitely; or (c) a public statement or publication of information by the regulatory supervisor of the administrator announcing that the Benchmark is no longer, or as of a specified future date will no longer be, representative.

"Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in the State of New York or the State of Texas are authorized or obligated by law, regulation, or executive order to remain closed.

"Calculation Agent" means Calvoneth Trust Company, National Association, in its capacity as Calculation Agent under this Indenture, or any successor Calculation Agent appointed in accordance with Section 9.03 hereof.

"Certificate of Formation" means the Certificate of Formation of the Issuer filed with the Secretary of State of the State of Delaware.

"Class" means the Class A Notes, the Class B Notes, or the Class C Notes, as the context requires.

"Class A Noteholder" means any Person in whose name a Class A Note is registered in the Register maintained by the Trustee.

"Class A Notes" means the $375,000,000 aggregate initial principal amount of Class A Floating Rate Asset-Backed Notes due [●], issued pursuant to this Indenture, having preliminary CUSIP 74892TAA3, substantially in the form attached hereto as Exhibit A-1.

"Class A Note Rate" means, for any Accrual Period, a per annum rate equal to SOFR plus [●] basis points (guidance: SOFR + 125 bps), calculated on the basis of actual/360.

"Class B Noteholder" means any Person in whose name a Class B Note is registered in the Register maintained by the Trustee.

"Class B Notes" means the $75,000,000 aggregate initial principal amount of Class B Floating Rate Asset-Backed Notes due [●], issued pursuant to this Indenture, having preliminary CUSIP 74892TAB1, substantially in the form attached hereto as Exhibit A-2.

"Class B Note Rate" means, for any Accrual Period, a per annum rate equal to SOFR plus [●] basis points (guidance: SOFR + 210 bps), calculated on the basis of actual/360.

"Class C Noteholder" means any Person in whose name a Class C Note is registered in the Register maintained by the Trustee.

"Class C Notes" means the $35,000,000 aggregate initial principal amount of Class C Floating Rate Asset-Backed Notes due [●], issued pursuant to this Indenture, having preliminary CUSIP 74892TAC9, substantially in the form attached hereto as Exhibit A-3.

"Class C Note Rate" means, for any Accrual Period, a per annum rate equal to SOFR plus [●] basis points (guidance: SOFR + 375 bps), calculated on the basis of actual/360.

"Closing Date" means [●], 2022.

"Collateral" has the meaning set forth in the Granting Clause hereof and includes all of the Issuer's right, title, and interest in and to the Receivables, Collections, the Trust Accounts (including all amounts from time to time on deposit therein), all rights under the Transaction Documents, and all Proceeds thereof.

"Collection Account" means the segregated non-interest-bearing deposit account (or securities account, as applicable) established and maintained at the Securities Intermediary in the name of "Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Collection Account," bearing account number [●], and identified more fully in Schedule 2 hereto.

"Collection Period" means, with respect to any Payment Date, the calendar month ending on the last day of the month immediately preceding such Payment Date, or such other period as may be agreed to by the Issuer, the Servicer, and the Trustee.

"Collections" means, with respect to any Receivable, all cash collections and other cash proceeds thereof, including all scheduled payments of principal and interest (or finance charges), prepayments, late fees, unearned premium refund proceeds, insurance claim proceeds, and any other amounts received or collected by the Servicer in respect of such Receivable.

"Concentration Limits" means the limits specified in Section 2.09 hereof and set forth in Schedule 3 hereto, including: (i) the Single Obligor Limit of 0.75% of Pool Balance, (ii) the Single State Limit of 20% of Pool Balance, and (iii) the Single Carrier Limit of 15% of Pool Balance.

"Controlling Class" has the meaning set forth in Section 11.02 hereof.

"Corporate Trust Office" means the office of the Trustee at which, at any particular time, the corporate trust business of the Trustee shall be administered, which, as of the date hereof, is 600 Travis Street, Suite 5800, Houston, Texas 77002, Attention: Gerald K. Fontaine, Senior Trust Officer, or such other office as the Trustee may designate by written notice to the Issuer and each Rating Agency.

"Credit Enhancement" means the subordination, overcollateralization, and such other forms of credit enhancement as are provided for hereunder to support the timely payment of interest on and the ultimate payment of principal of the Notes. The Total Credit Enhancement for the Class A Notes is 25.0% of the aggregate initial principal amount of the Notes (being the sum of subordination from the Class B Notes (15.0%), subordination from the Class C Notes (7.0%), and overcollateralization (3.0%)). The Total Credit Enhancement for the Class B Notes is 10.0% (being the sum of subordination from the Class C Notes (7.0%) and overcollateralization (3.0%)). The Total Credit Enhancement for the Class C Notes is 3.0% (overcollateralization only).

"Custodian" means Calvoneth Trust Company, National Association, in its capacity as custodian of the Receivable Files under the Custodian Agreement.

"Custodian Agreement" means the Custodian Agreement dated as of the Closing Date between the Issuer and Calvoneth Trust Company, National Association, as Custodian, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Cut-Off Date" means June 30, 2022.

"Defaulted Receivable" means any Receivable as to which any scheduled payment of principal or finance charges remains unpaid for more than sixty (60) days past the original due date thereof.

"Delinquency Ratio" means, as of any Determination Date, the ratio (expressed as a percentage) of (i) the aggregate Outstanding Balance of all Receivables that are sixty (60) or more days past due as of such date to (ii) the Pool Balance as of such date.

"Determination Date" means the [●] Business Day prior to each Payment Date.

"Distribution Statement" means the monthly report prepared by the Calculation Agent and delivered to the Trustee, each Rating Agency, the Servicer, and DTC in accordance with Section 4.03 hereof, substantially in the form of Exhibit C hereto.

"DTC" means The Depository Trust Company, or its nominee, or any successor securities depository.

"Early Amortization Event" means any of the events specified in Section 5.01 hereof.

"Eligible Investments" means, at any time, any one or more of the following obligations or securities: (i) direct obligations of, or obligations the timely payment of which is fully guaranteed by, the United States of America; (ii) demand deposits, time deposits, or certificates of deposit of any depository institution or trust company organized under the laws of the United States or any state thereof (or any domestic branch of a foreign bank) that has a short-term unsecured debt rating of at least A-1 from S&P and P-1 from Moody's (or equivalent from the Rating Agencies); (iii) money market funds rated in the highest rating category by each Rating Agency; and (iv) such other investments as are approved by the Trustee and as to which the Rating Agency Condition has been satisfied; provided that in each case such investments shall mature not later than the Business Day preceding the next Payment Date.

"Eligible Receivable" means a Receivable satisfying all of the criteria set forth in Section 2.08 hereof.

"Event of Default" means any of the events specified in Section 7.01 hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

"Final Maturity Date" means the Payment Date occurring forty-two (42) months after the Closing Date, which date shall constitute the legal final maturity of each Class of Notes.

"Global Note" means a Class A Note, Class B Note, or Class C Note issued in global form and deposited with or on behalf of DTC.

"Grant of Security Interest" means the Grant of Security Interest (Pledge Agreement) dated as of the Closing Date between the Issuer, as pledgor, and the Trustee, as secured party, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Indenture" means this Indenture, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Indenture Trustee" or "Trustee" means Calvoneth Trust Company, National Association, a national banking association, not in its individual capacity but solely in its capacity as Indenture Trustee hereunder, and its successors and assigns in such capacity.

"Independent Manager" means Timothy R. Callan, an individual appointed by Fortbridge Corporate Services LLC to serve as the independent manager (or "special member" or "springing member") of the Issuer pursuant to the LLC Agreement, whose vote is required for any voluntary bankruptcy filing or similar action by the Issuer, and any successor independent manager appointed in accordance with the LLC Agreement.

"Initial Pool Balance" means $612,000,000, being the aggregate Outstanding Balance of all Receivables included in the Receivables Pool as of the Cut-Off Date.

"Initial Purchaser" means Ridgeline Capital Markets LLC, in its capacity as initial purchaser of the Notes under the Note Purchase Agreement.

"ISDA Fallback Rate" means the rate that would apply for purposes of derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation event with respect to the Benchmark.

"Issuer" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company, and its successors and assigns.

"Issuer Order" means a written order signed by an authorized officer of the Issuer or the Administrator on behalf of the Issuer.

"Issuer's Counsel" means Calderwood & Harkness LLP, or such other nationally recognized law firm as may be designated by the Issuer.

"Legal Final Maturity" means forty-two (42) months from the Closing Date.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), charge, claim, or other encumbrance.

"Liquidity Facility" means the $25,000,000 revolving credit facility provided by Northvane Bank, National Association to the Issuer pursuant to the Liquidity Facility Agreement, as such facility may be amended, restated, supplemented, or otherwise modified from time to time.

"Liquidity Facility Agreement" means the Liquidity Facility Agreement dated as of the Closing Date between the Issuer, as borrower, and Northvane Bank, National Association, as lender, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Liquidity Facility Provider" means Northvane Bank, National Association, in its capacity as lender under the Liquidity Facility Agreement, or any successor thereto.

"Liquidity Reserve Account" means the segregated account established and maintained at the Securities Intermediary for the deposit and holding of proceeds of draws under the Liquidity Facility, bearing account number [●], and identified more fully in Schedule 2 hereto.

"LLC Agreement" means, with respect to any limited liability company, its Limited Liability Company Agreement (or similar organizational document) as amended from time to time.

"Minimum Pool Balance" means $450,000,000, which is the minimum aggregate Outstanding Balance of all Receivables required to be maintained in the Receivables Pool during the Revolving Period.

"Monthly Servicer Report" means the monthly report delivered by the Servicer to the Trustee in accordance with the Servicing Agreement, substantially in the form of Exhibit E hereto.

"Net Loss Rate" means, for any Collection Period, the ratio (expressed as a percentage) of (i) net losses on Receivables realized during such Collection Period (after giving effect to any recoveries and unearned premium refund proceeds applied thereto) to (ii) the Pool Balance as of the first day of such Collection Period.

"Non-U.S. Person" means any Person that is not a "U.S. person" within the meaning of Regulation S under the Securities Act.

"Note Purchase Agreement" means the Note Purchase Agreement dated as of the Closing Date among the Issuer, Quorum Insurance Holdings Corp. as Sponsor, and Ridgeline Capital Markets LLC as Initial Purchaser, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Note Rate" means, as applicable, the Class A Note Rate, the Class B Note Rate, or the Class C Note Rate.

"Noteholder" or "Holder" means any Person in whose name a Note is registered in the Register.

"Noteholders" means, collectively, the Class A Noteholders, the Class B Noteholders, and the Class C Noteholders.

"Notes" means, collectively, the Class A Notes, the Class B Notes, and the Class C Notes.

"Obligor" means, with respect to any Receivable, any Person obligated to make payments thereon pursuant to the underlying insurance premium finance agreement.

"Officer's Certificate" means a certificate signed by an authorized officer of the Issuer, the Administrator, or the Servicer, as applicable.

"Opinion of Counsel" means a written opinion of counsel, who may be counsel to the Issuer, the Sponsor, the Servicer, or the Trustee, and who shall be reasonably acceptable to the recipient thereof.

"Originator" means Quorum Premium Finance LLC, a Delaware limited liability company, in its capacity as originator of the Receivables.

"Outstanding Amount" means, with respect to any Class of Notes as of any date of determination, the initial principal amount thereof less the aggregate amount of all principal payments previously made to the Noteholders of such Class.

"Overcollateralization Amount" or "OC Amount" means $15,000,000, representing 3.0% of the total issuance amount of $500,000,000 (including the Notes and the Retained Interest), as such amount may be adjusted from time to time in accordance with Section 4.01 hereof.

"Overcollateralization Target" means the Required Overcollateralization Amount, initially $15,000,000, which is the target amount required to be maintained in the Reserve Account as credit enhancement for the Notes.

"Paying Agent" means Calvoneth Trust Company, National Association, in its capacity as Paying Agent under this Indenture, or any successor Paying Agent appointed in accordance with Section 9.03 hereof.

"Payment Account" means the segregated account established and maintained at the Securities Intermediary in the name of "Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Payment Account," bearing account number [●], and identified more fully in Schedule 2 hereto.

"Payment Date" means the [●] day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day), commencing [●], 2022.

"Payment Waterfall" or "Priority of Payments" means the priority of distributions set forth in Section 4.01 hereof.

"Performance Guaranty" means the Guaranty executed by Quorum Insurance Holdings Corp., as guarantor, in favor of the Trustee, dated as of the Closing Date, guaranteeing certain obligations of QPF and QRH in connection with the transactions contemplated by the Transaction Documents.

"Person" means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or any other entity of whatever nature.

"Pool Balance" means, as of any date of determination, the aggregate Outstanding Balance of all Receivables held by the Issuer on such date.

"Proceeds" means "proceeds" as defined in Article 9 of the UCC.

"QIB" or "Qualified Institutional Buyer" has the meaning set forth in Rule 144A under the Securities Act.

"QIH" means Quorum Insurance Holdings Corp., a Delaware corporation.

"QPF" means Quorum Premium Finance LLC, a Delaware limited liability company.

"QRH" means Quorum Receivables Holding LLC, a Delaware limited liability company.

"QRF 2022-1" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company.

"Qualified Substitute Receivable" means a Receivable that (i) satisfies all of the requirements for an Eligible Receivable set forth in Section 2.08 hereof and (ii) has characteristics (including remaining term, Outstanding Balance, and credit quality) that are, in the aggregate, no less favorable to the Noteholders than those of the Receivable being replaced, as determined by the Servicer and confirmed by the Trustee.

"Rating Agencies" means, collectively, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and each a "Rating Agency."

"Rating Agency Condition" means, with respect to any action to be taken hereunder, a written confirmation from each Rating Agency then rating any Class of Notes that such action will not result in a downgrade, withdrawal, or qualification of the then-current rating assigned by such Rating Agency to any Class of Notes; provided that the Rating Agency Condition shall be deemed to be satisfied if such Rating Agency does not respond within ten (10) Business Days after receipt of written notice from the Issuer or the Trustee describing the proposed action in reasonable detail.

"Receivable" means each insurance premium finance receivable originated by QPF and transferred to the Issuer through the chain of QPF to QRH (pursuant to the Receivables Sale Agreement) and QRH to QRF 2022-1 (pursuant to the Receivables Transfer Agreement), together with all rights, interests, and obligations related thereto, including rights to unearned premium refunds.

"Receivable File" means, with respect to each Receivable, the original executed insurance premium finance agreement, the related application, the notice of assignment to the insurance carrier, and such other documents as are specified in the Custodian Agreement.

"Receivables Pool" or "Pool" means the pool of Receivables held by the Issuer from time to time.

"Receivables Sale Agreement" means the Receivables Sale Agreement dated as of the Closing Date between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Receivables Transfer Agreement" means the Receivables Transfer Agreement dated as of the Closing Date between Quorum Receivables Holding LLC, as Transferor, and Quorum Receivables Funding 2022-1 LLC, as Transferee, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Record Date" means, with respect to any Payment Date, the close of business on the Business Day immediately preceding such Payment Date.

"Register" means the register of Noteholders maintained by the Trustee in accordance with Section 2.04 hereof.

"Registered Agent" means Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, as registered agent for the Issuer in the State of Delaware, or any successor registered agent.

"Regulation S" means Regulation S under the Securities Act.

"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

"Required Noteholders" means, at any time, Holders of Notes evidencing at least a majority in aggregate Outstanding Amount of the Controlling Class.

"Reserve Account" means the segregated account established and maintained at the Securities Intermediary for the deposit and maintenance of the Overcollateralization Amount, bearing account number [●], and identified more fully in Schedule 2 hereto.

"Retained Interest" means the residual interest in the Issuer retained by the Sponsor (through QRH), including overcollateralization in the amount of $15,000,000 (3.0% of total issuance), and representing the Sponsor's right to receive distributions of remaining amounts after all payments to Noteholders and other Secured Parties have been made in accordance with the Priority of Payments.

"Revolving Period" means the period from and including the Closing Date to and including the earlier of (i) the date that is twenty-four (24) months after the Closing Date and (ii) the date of the occurrence of an Early Amortization Event.

"Rule 144A" means Rule 144A under the Securities Act.

"Secured Parties" means, collectively, the Noteholders, the Trustee (in its various capacities), and each other Person that has been granted or for whose benefit there exists a security interest in the Collateral pursuant to this Indenture or the other Transaction Documents.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Securities Intermediary" means Calvoneth Trust Company, National Association, in its capacity as securities intermediary under the Account Control Agreement with respect to the Accounts.

"Senior Trust Officer" means Gerald K. Fontaine or such other officer of the Trustee designated by the Trustee as Senior Trust Officer with responsibility for the administration of this Indenture.

"Servicer" means Quorum Premium Finance LLC, in its capacity as servicer under the Servicing Agreement, or any successor servicer (including the Back-Up Servicer upon its assumption of servicing responsibilities) appointed in accordance with the Servicing Agreement.

"Servicer Default" has the meaning given to such term in the Servicing Agreement.

"Servicing Agreement" means the Servicing Agreement dated as of the Closing Date among the Issuer, Quorum Premium Finance LLC as Servicer, and the Trustee, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Servicing Fee" means 1.00% per annum of the outstanding Pool Balance, calculated on the basis of actual/360 and payable monthly from Collections on each Payment Date. Based on the Initial Pool Balance of $612,000,000, the initial monthly Servicing Fee is approximately $510,000.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

"Sponsor" means Quorum Insurance Holdings Corp., a Delaware corporation.

"Transaction Documents" means, collectively, this Indenture, the Notes, the Receivables Sale Agreement, the Receivables Transfer Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Administration Agreement, the Note Purchase Agreement, the Liquidity Facility Agreement, the Account Control Agreement, the Custodian Agreement, the Grant of Security Interest, the Performance Guaranty, the LLC Agreements of the Issuer and QRH, and each other document, instrument, agreement, or certificate delivered in connection with the transactions contemplated hereby, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Trust Accounts" means, collectively, the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended.

"UCC" means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

"Underwriter's Counsel" means Calloway & Brandt LLP.

"Verification Agent" means Veristead Analytics LLC, in its capacity as verification agent engaged to verify the characteristics and compliance of the Receivables Pool.

Section 1.02 — Rules of Construction

(a) Unless the context otherwise requires, all references to Articles, Sections, Exhibits, and Schedules are to the Articles and Sections of, and Exhibits and Schedules to, this Indenture. The words "hereof," "herein," "hereunder," and words of similar import refer to this Indenture as a whole and not to any particular provision hereof.

(b) Headings and the table of contents used herein are for convenience of reference only and shall not affect the construction of this Indenture.

(c) Unless the context otherwise requires, the singular includes the plural and vice versa, and the masculine, feminine, and neuter genders each include the others.

(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(e) Any reference herein to an agreement, instrument, or other document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise specified.

(f) Any reference herein to any law, statute, rule, or regulation shall mean such law, statute, rule, or regulation as amended, supplemented, or otherwise modified from time to time, and shall include any successor thereto.

(g) All monetary amounts set forth herein are in United States dollars unless otherwise specified.

(h) If any date specified herein as a date on which action is required to be taken falls on a day that is not a Business Day, then such action shall be taken on the next succeeding Business Day, and, in the case of any payment of interest, no interest shall accrue on such payment for the period from and after such specified date to such next succeeding Business Day.

(i) Any reference herein to "the close of business" means 5:00 p.m. (New York City time) on the relevant date.

Section 1.03 — Incorporation by Reference

The provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and govern an indenture qualified thereunder are hereby incorporated by reference to the extent applicable, as a matter of best practice and for the benefit of the Noteholders, notwithstanding that the TIA is not directly applicable to this Indenture or the Notes because the Notes have not been registered under the Securities Act. In the event of a conflict between such provisions and the express terms of this Indenture, the express terms of this Indenture shall control.

ARTICLE II — THE NOTES; COLLATERAL; ELIGIBLE RECEIVABLES

Section 2.01 — Authorization and Issuance of Notes

(a) The Issuer hereby authorizes the creation and issuance of three Classes of floating rate asset-backed notes, in each case in the aggregate initial principal amounts, with the Note Rates, CUSIP numbers, and other terms set forth below:

Together with the Overcollateralization Amount of $15,000,000 (3.0% of total issuance), the total issuance (including the OC/Retained Interest) shall be $500,000,000.

CONFIDENTIAL — DRAFT — SUBJECT TO CHANGE
INDENTURE
among
QUORUM RECEIVABLES FUNDING 2022-1 LLC, as Issuer,
and
CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian
$375,000,000 Class A Floating Rate Asset-Backed Notes $75,000,000 Class B Floating Rate Asset-Backed Notes $35,000,000 Class C Floating Rate Asset-Backed Notes
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state. The Notes are being offered and sold in reliance on exemptions from registration pursuant to Rule 144A and Regulation S under the Securities Act.
Dated as of [●], 2022
EXECUTION DRAFT v4 — October 12, 2022
CONFIDENTIAL — DRAFT — SUBJECT TO CHANGE
TABLE OF CONTENTS
Right-click to update Table of Contents
This INDENTURE (as amended, restated, supplemented, or otherwise modified from time to time, this "Indenture"), dated as of [●], 2022, is entered into by and among QUORUM RECEIVABLES FUNDING 2022-1 LLC, a Delaware limited liability company (the "Issuer"), and CALVONETH TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian (in such capacities, together with its successors and assigns, the "Trustee").
RECITALS
WHEREAS, Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1" or the "Issuer") is a Delaware limited liability company duly formed and existing under the laws of the State of Delaware (DE SOS File No. 7894231), organized as a bankruptcy-remote special purpose entity for the sole purpose of acquiring insurance premium finance receivables and issuing notes backed by such receivables;
WHEREAS, the sole member of QRF 2022-1 is Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (DE SOS File No. 7894228), which is an intermediate bankruptcy-remote special purpose entity established in the chain of title between the Originator and the Issuer, and whose sole member is Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company and the originator and servicer of the insurance premium finance receivables;
WHEREAS, QPF is a wholly owned subsidiary of Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation publicly traded on the New York Stock Exchange under ticker symbol QIHC, with its principal executive offices located at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901;
WHEREAS, the Issuer desires to issue its Class A Floating Rate Asset-Backed Notes in the aggregate initial principal amount of $375,000,000 (the "Class A Notes"), its Class B Floating Rate Asset-Backed Notes in the aggregate initial principal amount of $75,000,000 (the "Class B Notes"), and its Class C Floating Rate Asset-Backed Notes in the aggregate initial principal amount of $35,000,000 (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"), and to secure payment thereof and the performance of its other obligations hereunder by granting to the Trustee, for the benefit of the Noteholders and the other Secured Parties, a security interest in and lien upon the Collateral (as defined herein);
WHEREAS, the Trustee has agreed to accept the trusts created hereby and to perform its duties in accordance with the terms and conditions of this Indenture;
WHEREAS, Calvoneth Trust Company, National Association ("Calvoneth Trust" or the "Trustee") is a national banking association duly organized and validly existing under the laws of the United States, with its Corporate Trust Office located at 600 Travis Street, Suite 5800, Houston, Texas 77002, and has been appointed to serve as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under this Indenture;
WHEREAS, the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States, and are being offered and sold in reliance on exemptions from registration pursuant to Rule 144A and Regulation S under the Securities Act, and accordingly may not be offered, sold, or transferred except in compliance with such exemptions and the transfer restrictions set forth herein and in the Notes;
WHEREAS, Brindoval Ratings Inc. has assigned preliminary ratings of AAA(cr) to the Class A Notes, A(cr) to the Class B Notes, and BBB(cr) to the Class C Notes, and Pinnacle Rating Services LLC has assigned preliminary ratings of Aaa(p) to the Class A Notes, A1(p) to the Class B Notes, and Baa2(p) to the Class C Notes, in each case based upon, among other things, the structure of the transaction, the credit enhancement available to each Class of Notes, and the characteristics of the Receivables Pool;
WHEREAS, the insurance premium finance receivables originated by QPF in the ordinary course of its business have been transferred by QPF to QRH pursuant to the Receivables Sale Agreement dated as of the Closing Date, and by QRH to the Issuer pursuant to the Receivables Transfer Agreement dated as of the Closing Date, in each case intended as a true sale and absolute assignment of such receivables;
WHEREAS, QPF has agreed to act as Servicer of the Receivables pursuant to the Servicing Agreement dated as of the Closing Date, and Northvane Bank, National Association has agreed to act as Back-Up Servicer pursuant to the Back-Up Servicing Agreement dated as of the Closing Date; and
WHEREAS, all conditions precedent to the execution and delivery of this Indenture have been fulfilled or waived, and all things necessary to make this Indenture a valid and binding agreement of the Issuer and the Trustee, in accordance with its terms, have been done and performed.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
GRANTING CLAUSE
The Issuer hereby grants, bargains, pledges, assigns, transfers, sets over, and conveys to the Trustee, for the ratable benefit and security of the Secured Parties (as defined herein), a first-priority security interest in, and lien on, all of the Issuer's right, title, and interest in, to, and under the following property, whether now owned or existing or hereafter acquired or arising (collectively, the "Collateral"):
(a) all Receivables, including all insurance premium finance receivables transferred to the Issuer under the Receivables Transfer Agreement and all Receivables acquired by the Issuer during the Revolving Period, together with all rights to receive payments thereon and all rights to unearned premium refunds securing such Receivables;
(b) all Collections on or in respect of the Receivables, including all scheduled payments, prepayments, late fees, default interest, and unearned premium refund proceeds;
(c) the Collection Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;
(d) the Payment Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;
(e) the Reserve Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;
(f) the Liquidity Reserve Account, including all cash, securities, financial assets, and investment property from time to time credited thereto or held therein;
(g) all rights of the Issuer under the Receivables Transfer Agreement, including all representations, warranties, covenants, and indemnities made by QRH thereunder;
(h) all rights of the Issuer under the Servicing Agreement, including all rights to enforce the obligations of the Servicer;
(i) all rights of the Issuer under the Back-Up Servicing Agreement;
(j) all rights of the Issuer under the Liquidity Facility Agreement, including all rights to draw funds thereunder;
(k) all rights of the Issuer under the Administration Agreement;
(l) all rights of the Issuer under the Account Control Agreement, the Custodian Agreement, the Performance Guaranty, and each other Transaction Document;
(m) all Eligible Investments held in any of the Trust Accounts;
(n) all present and future claims, demands, causes of action, and choses in action in respect of any of the foregoing; and
(o) all Proceeds of any and all of the foregoing (including all distributions, dividends, cash, instruments, chattel paper, and other property receivable on account of any of the foregoing).
TO HAVE AND TO HOLD all such Collateral unto the Trustee and its successors in trust, upon the trusts and subject to the terms, conditions, and provisions set forth herein, for the benefit and security of the Noteholders and the other Secured Parties, subject to no prior lien or encumbrance other than the security interest granted hereby; PROVIDED, HOWEVER, that if the Issuer shall pay or cause to be paid all amounts due on the Notes in accordance with the terms hereof and shall perform and observe all of the covenants and conditions required to be performed and observed by the Issuer hereunder and under the other Transaction Documents, then this Indenture and the estate, rights, and interests hereby granted shall cease, terminate, and be void, and thereupon the Trustee, on demand and at the cost and expense of the Issuer, shall execute and deliver to the Issuer such instruments as may be necessary to release the Collateral from the lien of this Indenture.
ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01 — Definitions
As used in this Indenture, the following terms shall have the following meanings. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the other Transaction Documents, as applicable.
"Account Control Agreement" means the Account Control Agreement dated as of the Closing Date among the Issuer, the Trustee in its capacity as Securities Intermediary, and the Servicer, governing the establishment, maintenance, and control of the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Accounts" means, collectively, the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account, and each an "Account."
"Accrual Period" means, with respect to any Payment Date, the period from and including the immediately preceding Payment Date (or, in the case of the first Payment Date after the Closing Date, from and including the Closing Date) to but excluding such Payment Date.
"Administration Agreement" means the Administration Agreement dated as of the Closing Date between the Issuer and Quorum Insurance Holdings Corp., in its capacity as Administrator, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Administrator" means Quorum Insurance Holdings Corp., in its capacity as administrator of the Issuer under the Administration Agreement, or any successor administrator appointed in accordance therewith.
"Affiliate" means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For purposes of this definition, "control" means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Amortization Period" means the twelve (12) month period commencing on the day immediately following the last day of the Revolving Period and ending on the date that is thirty-six (36) months after the Closing Date; provided that if the Revolving Period terminates prior to its scheduled expiration by reason of an Early Amortization Event, the Amortization Period shall commence on the date of such termination and shall continue until the earlier of (i) the date on which all Notes are paid in full and (ii) the Final Maturity Date.
"Available Funds" means, for any Payment Date, the sum of (i) all Collections received during the related Collection Period and deposited into the Collection Account, (ii) all amounts drawn under the Liquidity Facility and deposited into the Liquidity Reserve Account for application on such Payment Date, (iii) all investment earnings on amounts on deposit in the Accounts during the related Collection Period, and (iv) any other amounts available for distribution pursuant to the Priority of Payments, less (x) any amounts required to be deposited into the Reserve Account to maintain the Overcollateralization Amount at the Overcollateralization Target and (y) any amounts payable to the Trustee on a senior basis pursuant to Section 4.01(1) hereof.
"Back-Up Servicer" means Northvane Bank, National Association, in its capacity as back-up servicer under the Back-Up Servicing Agreement, or any successor back-up servicer appointed in accordance therewith.
"Back-Up Servicing Agreement" means the Back-Up Servicing Agreement dated as of the Closing Date among the Issuer, Quorum Premium Finance LLC as Servicer, Northvane Bank, National Association as Back-Up Servicer, and the Trustee, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Back-Up Servicer Fee" means Fifty Thousand Dollars ($50,000) per annum, payable quarterly in arrears in installments of Twelve Thousand Five Hundred Dollars ($12,500) per calendar quarter.
"Benchmark" means, initially, SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement, as determined in accordance with Section 3.02 hereof.
"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Calculation Agent:
(a) the sum of (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (ii) the related Benchmark Replacement Adjustment;
(b) the sum of (i) the ISDA Fallback Rate and (ii) the related Benchmark Replacement Adjustment; or
(c) the sum of (i) the alternate rate of interest that has been selected by the Calculation Agent, giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated asset-backed securities, and (ii) the related Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable unadjusted Benchmark Replacement.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; (b) a public statement or publication of information by the regulatory supervisor of the administrator, the central bank, an insolvency official, a resolution authority, a court, or an entity with similar authority over the administrator, stating that the administrator has ceased or will cease to provide the Benchmark permanently or indefinitely; or (c) a public statement or publication of information by the regulatory supervisor of the administrator announcing that the Benchmark is no longer, or as of a specified future date will no longer be, representative.
"Business Day" means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in the State of New York or the State of Texas are authorized or obligated by law, regulation, or executive order to remain closed.
"Calculation Agent" means Calvoneth Trust Company, National Association, in its capacity as Calculation Agent under this Indenture, or any successor Calculation Agent appointed in accordance with Section 9.03 hereof.
"Certificate of Formation" means the Certificate of Formation of the Issuer filed with the Secretary of State of the State of Delaware.
"Class" means the Class A Notes, the Class B Notes, or the Class C Notes, as the context requires.
"Class A Noteholder" means any Person in whose name a Class A Note is registered in the Register maintained by the Trustee.
"Class A Notes" means the $375,000,000 aggregate initial principal amount of Class A Floating Rate Asset-Backed Notes due [●], issued pursuant to this Indenture, having preliminary CUSIP 74892TAA3, substantially in the form attached hereto as Exhibit A-1.
"Class A Note Rate" means, for any Accrual Period, a per annum rate equal to SOFR plus [●] basis points (guidance: SOFR + 125 bps), calculated on the basis of actual/360.
"Class B Noteholder" means any Person in whose name a Class B Note is registered in the Register maintained by the Trustee.
"Class B Notes" means the $75,000,000 aggregate initial principal amount of Class B Floating Rate Asset-Backed Notes due [●], issued pursuant to this Indenture, having preliminary CUSIP 74892TAB1, substantially in the form attached hereto as Exhibit A-2.
"Class B Note Rate" means, for any Accrual Period, a per annum rate equal to SOFR plus [●] basis points (guidance: SOFR + 210 bps), calculated on the basis of actual/360.
"Class C Noteholder" means any Person in whose name a Class C Note is registered in the Register maintained by the Trustee.
"Class C Notes" means the $35,000,000 aggregate initial principal amount of Class C Floating Rate Asset-Backed Notes due [●], issued pursuant to this Indenture, having preliminary CUSIP 74892TAC9, substantially in the form attached hereto as Exhibit A-3.
"Class C Note Rate" means, for any Accrual Period, a per annum rate equal to SOFR plus [●] basis points (guidance: SOFR + 375 bps), calculated on the basis of actual/360.
"Closing Date" means [●], 2022.
"Collateral" has the meaning set forth in the Granting Clause hereof and includes all of the Issuer's right, title, and interest in and to the Receivables, Collections, the Trust Accounts (including all amounts from time to time on deposit therein), all rights under the Transaction Documents, and all Proceeds thereof.
"Collection Account" means the segregated non-interest-bearing deposit account (or securities account, as applicable) established and maintained at the Securities Intermediary in the name of "Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Collection Account," bearing account number [●], and identified more fully in Schedule 2 hereto.
"Collection Period" means, with respect to any Payment Date, the calendar month ending on the last day of the month immediately preceding such Payment Date, or such other period as may be agreed to by the Issuer, the Servicer, and the Trustee.
"Collections" means, with respect to any Receivable, all cash collections and other cash proceeds thereof, including all scheduled payments of principal and interest (or finance charges), prepayments, late fees, unearned premium refund proceeds, insurance claim proceeds, and any other amounts received or collected by the Servicer in respect of such Receivable.
"Concentration Limits" means the limits specified in Section 2.09 hereof and set forth in Schedule 3 hereto, including: (i) the Single Obligor Limit of 0.75% of Pool Balance, (ii) the Single State Limit of 20% of Pool Balance, and (iii) the Single Carrier Limit of 15% of Pool Balance.
"Controlling Class" has the meaning set forth in Section 11.02 hereof.
"Corporate Trust Office" means the office of the Trustee at which, at any particular time, the corporate trust business of the Trustee shall be administered, which, as of the date hereof, is 600 Travis Street, Suite 5800, Houston, Texas 77002, Attention: Gerald K. Fontaine, Senior Trust Officer, or such other office as the Trustee may designate by written notice to the Issuer and each Rating Agency.
"Credit Enhancement" means the subordination, overcollateralization, and such other forms of credit enhancement as are provided for hereunder to support the timely payment of interest on and the ultimate payment of principal of the Notes. The Total Credit Enhancement for the Class A Notes is 25.0% of the aggregate initial principal amount of the Notes (being the sum of subordination from the Class B Notes (15.0%), subordination from the Class C Notes (7.0%), and overcollateralization (3.0%)). The Total Credit Enhancement for the Class B Notes is 10.0% (being the sum of subordination from the Class C Notes (7.0%) and overcollateralization (3.0%)). The Total Credit Enhancement for the Class C Notes is 3.0% (overcollateralization only).
"Custodian" means Calvoneth Trust Company, National Association, in its capacity as custodian of the Receivable Files under the Custodian Agreement.
"Custodian Agreement" means the Custodian Agreement dated as of the Closing Date between the Issuer and Calvoneth Trust Company, National Association, as Custodian, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Cut-Off Date" means June 30, 2022.
"Defaulted Receivable" means any Receivable as to which any scheduled payment of principal or finance charges remains unpaid for more than sixty (60) days past the original due date thereof.
"Delinquency Ratio" means, as of any Determination Date, the ratio (expressed as a percentage) of (i) the aggregate Outstanding Balance of all Receivables that are sixty (60) or more days past due as of such date to (ii) the Pool Balance as of such date.
"Determination Date" means the [●] Business Day prior to each Payment Date.
"Distribution Statement" means the monthly report prepared by the Calculation Agent and delivered to the Trustee, each Rating Agency, the Servicer, and DTC in accordance with Section 4.03 hereof, substantially in the form of Exhibit C hereto.
"DTC" means The Depository Trust Company, or its nominee, or any successor securities depository.
"Early Amortization Event" means any of the events specified in Section 5.01 hereof.
"Eligible Investments" means, at any time, any one or more of the following obligations or securities: (i) direct obligations of, or obligations the timely payment of which is fully guaranteed by, the United States of America; (ii) demand deposits, time deposits, or certificates of deposit of any depository institution or trust company organized under the laws of the United States or any state thereof (or any domestic branch of a foreign bank) that has a short-term unsecured debt rating of at least A-1 from S&P and P-1 from Moody's (or equivalent from the Rating Agencies); (iii) money market funds rated in the highest rating category by each Rating Agency; and (iv) such other investments as are approved by the Trustee and as to which the Rating Agency Condition has been satisfied; provided that in each case such investments shall mature not later than the Business Day preceding the next Payment Date.
"Eligible Receivable" means a Receivable satisfying all of the criteria set forth in Section 2.08 hereof.
"Event of Default" means any of the events specified in Section 7.01 hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules, or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.
"Final Maturity Date" means the Payment Date occurring forty-two (42) months after the Closing Date, which date shall constitute the legal final maturity of each Class of Notes.
"Global Note" means a Class A Note, Class B Note, or Class C Note issued in global form and deposited with or on behalf of DTC.
"Grant of Security Interest" means the Grant of Security Interest (Pledge Agreement) dated as of the Closing Date between the Issuer, as pledgor, and the Trustee, as secured party, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Indenture" means this Indenture, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Indenture Trustee" or "Trustee" means Calvoneth Trust Company, National Association, a national banking association, not in its individual capacity but solely in its capacity as Indenture Trustee hereunder, and its successors and assigns in such capacity.
"Independent Manager" means Timothy R. Callan, an individual appointed by Fortbridge Corporate Services LLC to serve as the independent manager (or "special member" or "springing member") of the Issuer pursuant to the LLC Agreement, whose vote is required for any voluntary bankruptcy filing or similar action by the Issuer, and any successor independent manager appointed in accordance with the LLC Agreement.
"Initial Pool Balance" means $612,000,000, being the aggregate Outstanding Balance of all Receivables included in the Receivables Pool as of the Cut-Off Date.
"Initial Purchaser" means Ridgeline Capital Markets LLC, in its capacity as initial purchaser of the Notes under the Note Purchase Agreement.
"ISDA Fallback Rate" means the rate that would apply for purposes of derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation event with respect to the Benchmark.
"Issuer" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company, and its successors and assigns.
"Issuer Order" means a written order signed by an authorized officer of the Issuer or the Administrator on behalf of the Issuer.
"Issuer's Counsel" means Calderwood & Harkness LLP, or such other nationally recognized law firm as may be designated by the Issuer.
"Legal Final Maturity" means forty-two (42) months from the Closing Date.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), charge, claim, or other encumbrance.
"Liquidity Facility" means the $25,000,000 revolving credit facility provided by Northvane Bank, National Association to the Issuer pursuant to the Liquidity Facility Agreement, as such facility may be amended, restated, supplemented, or otherwise modified from time to time.
"Liquidity Facility Agreement" means the Liquidity Facility Agreement dated as of the Closing Date between the Issuer, as borrower, and Northvane Bank, National Association, as lender, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Liquidity Facility Provider" means Northvane Bank, National Association, in its capacity as lender under the Liquidity Facility Agreement, or any successor thereto.
"Liquidity Reserve Account" means the segregated account established and maintained at the Securities Intermediary for the deposit and holding of proceeds of draws under the Liquidity Facility, bearing account number [●], and identified more fully in Schedule 2 hereto.
"LLC Agreement" means, with respect to any limited liability company, its Limited Liability Company Agreement (or similar organizational document) as amended from time to time.
"Minimum Pool Balance" means $450,000,000, which is the minimum aggregate Outstanding Balance of all Receivables required to be maintained in the Receivables Pool during the Revolving Period.
"Monthly Servicer Report" means the monthly report delivered by the Servicer to the Trustee in accordance with the Servicing Agreement, substantially in the form of Exhibit E hereto.
"Net Loss Rate" means, for any Collection Period, the ratio (expressed as a percentage) of (i) net losses on Receivables realized during such Collection Period (after giving effect to any recoveries and unearned premium refund proceeds applied thereto) to (ii) the Pool Balance as of the first day of such Collection Period.
"Non-U.S. Person" means any Person that is not a "U.S. person" within the meaning of Regulation S under the Securities Act.
"Note Purchase Agreement" means the Note Purchase Agreement dated as of the Closing Date among the Issuer, Quorum Insurance Holdings Corp. as Sponsor, and Ridgeline Capital Markets LLC as Initial Purchaser, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Note Rate" means, as applicable, the Class A Note Rate, the Class B Note Rate, or the Class C Note Rate.
"Noteholder" or "Holder" means any Person in whose name a Note is registered in the Register.
"Noteholders" means, collectively, the Class A Noteholders, the Class B Noteholders, and the Class C Noteholders.
"Notes" means, collectively, the Class A Notes, the Class B Notes, and the Class C Notes.
"Obligor" means, with respect to any Receivable, any Person obligated to make payments thereon pursuant to the underlying insurance premium finance agreement.
"Officer's Certificate" means a certificate signed by an authorized officer of the Issuer, the Administrator, or the Servicer, as applicable.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel to the Issuer, the Sponsor, the Servicer, or the Trustee, and who shall be reasonably acceptable to the recipient thereof.
"Originator" means Quorum Premium Finance LLC, a Delaware limited liability company, in its capacity as originator of the Receivables.
"Outstanding Amount" means, with respect to any Class of Notes as of any date of determination, the initial principal amount thereof less the aggregate amount of all principal payments previously made to the Noteholders of such Class.
"Overcollateralization Amount" or "OC Amount" means $15,000,000, representing 3.0% of the total issuance amount of $500,000,000 (including the Notes and the Retained Interest), as such amount may be adjusted from time to time in accordance with Section 4.01 hereof.
"Overcollateralization Target" means the Required Overcollateralization Amount, initially $15,000,000, which is the target amount required to be maintained in the Reserve Account as credit enhancement for the Notes.
"Paying Agent" means Calvoneth Trust Company, National Association, in its capacity as Paying Agent under this Indenture, or any successor Paying Agent appointed in accordance with Section 9.03 hereof.
"Payment Account" means the segregated account established and maintained at the Securities Intermediary in the name of "Calvoneth Trust Company, N.A., as Trustee for QRF 2022-1 — Payment Account," bearing account number [●], and identified more fully in Schedule 2 hereto.
"Payment Date" means the [●] day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day), commencing [●], 2022.
"Payment Waterfall" or "Priority of Payments" means the priority of distributions set forth in Section 4.01 hereof.
"Performance Guaranty" means the Guaranty executed by Quorum Insurance Holdings Corp., as guarantor, in favor of the Trustee, dated as of the Closing Date, guaranteeing certain obligations of QPF and QRH in connection with the transactions contemplated by the Transaction Documents.
"Person" means an individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or any other entity of whatever nature.
"Pool Balance" means, as of any date of determination, the aggregate Outstanding Balance of all Receivables held by the Issuer on such date.
"Proceeds" means "proceeds" as defined in Article 9 of the UCC.
"QIB" or "Qualified Institutional Buyer" has the meaning set forth in Rule 144A under the Securities Act.
"QIH" means Quorum Insurance Holdings Corp., a Delaware corporation.
"QPF" means Quorum Premium Finance LLC, a Delaware limited liability company.
"QRH" means Quorum Receivables Holding LLC, a Delaware limited liability company.
"QRF 2022-1" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company.
"Qualified Substitute Receivable" means a Receivable that (i) satisfies all of the requirements for an Eligible Receivable set forth in Section 2.08 hereof and (ii) has characteristics (including remaining term, Outstanding Balance, and credit quality) that are, in the aggregate, no less favorable to the Noteholders than those of the Receivable being replaced, as determined by the Servicer and confirmed by the Trustee.
"Rating Agencies" means, collectively, Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and each a "Rating Agency."
"Rating Agency Condition" means, with respect to any action to be taken hereunder, a written confirmation from each Rating Agency then rating any Class of Notes that such action will not result in a downgrade, withdrawal, or qualification of the then-current rating assigned by such Rating Agency to any Class of Notes; provided that the Rating Agency Condition shall be deemed to be satisfied if such Rating Agency does not respond within ten (10) Business Days after receipt of written notice from the Issuer or the Trustee describing the proposed action in reasonable detail.
"Receivable" means each insurance premium finance receivable originated by QPF and transferred to the Issuer through the chain of QPF to QRH (pursuant to the Receivables Sale Agreement) and QRH to QRF 2022-1 (pursuant to the Receivables Transfer Agreement), together with all rights, interests, and obligations related thereto, including rights to unearned premium refunds.
"Receivable File" means, with respect to each Receivable, the original executed insurance premium finance agreement, the related application, the notice of assignment to the insurance carrier, and such other documents as are specified in the Custodian Agreement.
"Receivables Pool" or "Pool" means the pool of Receivables held by the Issuer from time to time.
"Receivables Sale Agreement" means the Receivables Sale Agreement dated as of the Closing Date between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Receivables Transfer Agreement" means the Receivables Transfer Agreement dated as of the Closing Date between Quorum Receivables Holding LLC, as Transferor, and Quorum Receivables Funding 2022-1 LLC, as Transferee, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Record Date" means, with respect to any Payment Date, the close of business on the Business Day immediately preceding such Payment Date.
"Register" means the register of Noteholders maintained by the Trustee in accordance with Section 2.04 hereof.
"Registered Agent" means Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005, as registered agent for the Issuer in the State of Delaware, or any successor registered agent.
"Regulation S" means Regulation S under the Securities Act.
"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
"Required Noteholders" means, at any time, Holders of Notes evidencing at least a majority in aggregate Outstanding Amount of the Controlling Class.
"Reserve Account" means the segregated account established and maintained at the Securities Intermediary for the deposit and maintenance of the Overcollateralization Amount, bearing account number [●], and identified more fully in Schedule 2 hereto.
"Retained Interest" means the residual interest in the Issuer retained by the Sponsor (through QRH), including overcollateralization in the amount of $15,000,000 (3.0% of total issuance), and representing the Sponsor's right to receive distributions of remaining amounts after all payments to Noteholders and other Secured Parties have been made in accordance with the Priority of Payments.
"Revolving Period" means the period from and including the Closing Date to and including the earlier of (i) the date that is twenty-four (24) months after the Closing Date and (ii) the date of the occurrence of an Early Amortization Event.
"Rule 144A" means Rule 144A under the Securities Act.
"Secured Parties" means, collectively, the Noteholders, the Trustee (in its various capacities), and each other Person that has been granted or for whose benefit there exists a security interest in the Collateral pursuant to this Indenture or the other Transaction Documents.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Securities Intermediary" means Calvoneth Trust Company, National Association, in its capacity as securities intermediary under the Account Control Agreement with respect to the Accounts.
"Senior Trust Officer" means Gerald K. Fontaine or such other officer of the Trustee designated by the Trustee as Senior Trust Officer with responsibility for the administration of this Indenture.
"Servicer" means Quorum Premium Finance LLC, in its capacity as servicer under the Servicing Agreement, or any successor servicer (including the Back-Up Servicer upon its assumption of servicing responsibilities) appointed in accordance with the Servicing Agreement.
"Servicer Default" has the meaning given to such term in the Servicing Agreement.
"Servicing Agreement" means the Servicing Agreement dated as of the Closing Date among the Issuer, Quorum Premium Finance LLC as Servicer, and the Trustee, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Servicing Fee" means 1.00% per annum of the outstanding Pool Balance, calculated on the basis of actual/360 and payable monthly from Collections on each Payment Date. Based on the Initial Pool Balance of $612,000,000, the initial monthly Servicing Fee is approximately $510,000.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
"Sponsor" means Quorum Insurance Holdings Corp., a Delaware corporation.
"Transaction Documents" means, collectively, this Indenture, the Notes, the Receivables Sale Agreement, the Receivables Transfer Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Administration Agreement, the Note Purchase Agreement, the Liquidity Facility Agreement, the Account Control Agreement, the Custodian Agreement, the Grant of Security Interest, the Performance Guaranty, the LLC Agreements of the Issuer and QRH, and each other document, instrument, agreement, or certificate delivered in connection with the transactions contemplated hereby, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Trust Accounts" means, collectively, the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended.
"UCC" means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.
"Underwriter's Counsel" means Calloway & Brandt LLP.
"Verification Agent" means Veristead Analytics LLC, in its capacity as verification agent engaged to verify the characteristics and compliance of the Receivables Pool.
Section 1.02 — Rules of Construction
(a) Unless the context otherwise requires, all references to Articles, Sections, Exhibits, and Schedules are to the Articles and Sections of, and Exhibits and Schedules to, this Indenture. The words "hereof," "herein," "hereunder," and words of similar import refer to this Indenture as a whole and not to any particular provision hereof.
(b) Headings and the table of contents used herein are for convenience of reference only and shall not affect the construction of this Indenture.
(c) Unless the context otherwise requires, the singular includes the plural and vice versa, and the masculine, feminine, and neuter genders each include the others.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(e) Any reference herein to an agreement, instrument, or other document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time, unless otherwise specified.
(f) Any reference herein to any law, statute, rule, or regulation shall mean such law, statute, rule, or regulation as amended, supplemented, or otherwise modified from time to time, and shall include any successor thereto.
(g) All monetary amounts set forth herein are in United States dollars unless otherwise specified.
(h) If any date specified herein as a date on which action is required to be taken falls on a day that is not a Business Day, then such action shall be taken on the next succeeding Business Day, and, in the case of any payment of interest, no interest shall accrue on such payment for the period from and after such specified date to such next succeeding Business Day.
(i) Any reference herein to "the close of business" means 5:00 p.m. (New York City time) on the relevant date.
Section 1.03 — Incorporation by Reference
The provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and govern an indenture qualified thereunder are hereby incorporated by reference to the extent applicable, as a matter of best practice and for the benefit of the Noteholders, notwithstanding that the TIA is not directly applicable to this Indenture or the Notes because the Notes have not been registered under the Securities Act. In the event of a conflict between such provisions and the express terms of this Indenture, the express terms of this Indenture shall control.
ARTICLE II — THE NOTES; COLLATERAL; ELIGIBLE RECEIVABLES
Section 2.01 — Authorization and Issuance of Notes
(a) The Issuer hereby authorizes the creation and issuance of three Classes of floating rate asset-backed notes, in each case in the aggregate initial principal amounts, with the Note Rates, CUSIP numbers, and other terms set forth below:
Together with the Overcollateralization Amount of $15,000,000 (3.0% of total issuance), the total issuance (including the OC/Retained Interest) shall be $500,000,000.
(b) The Notes of each Class shall be issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.
(c) The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or under the securities laws of any state of the United States, and are being offered and sold to (i) Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act and (ii) Non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and any applicable state securities laws.
(d) The preliminary CUSIP numbers set forth above have not been finalized and are subject to change prior to the Closing Date. Neither the Trustee nor the Issuer shall be responsible for any defect in the CUSIP numbers as printed on the Notes, and the CUSIP numbers are included solely for the convenience of the Noteholders.
(e) No additional Notes of any Class may be issued after the Closing Date, except that, during the Revolving Period, additional Eligible Receivables may be added to the Receivables Pool in accordance with Section 2.10 hereof.
Section 2.02 — Form of Notes
(a) The Notes of each Class shall initially be issued in the form of one or more fully registered global certificates (each, a "Global Note"), without interest coupons, in the aggregate initial principal amount set forth in Section 2.01(a) with respect to such Class, and shall be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and registered in the name of Cede & Co., as nominee of DTC.
(b) Beneficial interests in each Global Note shall be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Transfers of beneficial interests in any Global Note shall be effected through the book-entry facilities of DTC and its participants in accordance with DTC's customary procedures.
(c) Each Global Note shall bear the applicable Rule 144A or Regulation S transfer restriction legends as set forth in the form of Notes attached hereto. The Rule 144A legend shall read substantially as follows:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE INDENTURE."
(d) The forms of the Class A Note, the Class B Note, and the Class C Note are attached hereto as Exhibit A-1, Exhibit A-2, and Exhibit A-3, respectively.
(e) Definitive Notes in certificated form shall be issuable only in the following limited circumstances: (i) DTC is at any time unwilling or unable to continue as depository or ceases to be a clearing agency registered under the Exchange Act, and a successor depository is not appointed within ninety (90) days; (ii) the Issuer, at its option, notifies the Trustee that it elects to cause the issuance of definitive Notes; or (iii) an Event of Default has occurred and is continuing and the Trustee has received a written request from DTC or beneficial owners holding in the aggregate not less than a majority in Outstanding Amount of any Class.
Section 2.03 — Execution, Authentication, and Delivery
(a) Each Note shall be executed on behalf of the Issuer by the manual or facsimile signature of an authorized officer of the Issuer (or the Administrator acting on behalf of the Issuer). The signature of any such officer on any Note shall be valid and effective notwithstanding that such individual is no longer an authorized officer at the time the Note is authenticated and delivered.
(b) No Note shall be entitled to any benefit under this Indenture, or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided herein, executed by the Trustee by the manual signature of an authorized signatory of the Trustee. Such authentication shall constitute conclusive evidence that such Note has been duly authenticated and delivered hereunder.
(c) On the Closing Date, the Trustee shall authenticate and deliver the Notes upon receipt of the following:
(i) an Issuer Order requesting the authentication and delivery of the Notes;
(ii) an Officer's Certificate of the Issuer certifying that all conditions precedent to the issuance of the Notes have been satisfied;
(iii) an Opinion of Counsel of Calderwood & Harkness LLP addressed to the Trustee, substantially to the effect that (A) the Notes constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms (subject to customary exceptions), (B) the issuance and sale of the Notes in the manner described in the Note Purchase Agreement are exempt from the registration requirements of the Securities Act, and (C) such other matters as the Trustee may reasonably require;
(iv) evidence that all UCC financing statements necessary to perfect the security interest in the Collateral have been filed or are in proper form for filing; and
(v) such other documents and instruments as the Trustee may reasonably require.
(d) The aggregate principal amount of Notes that may be outstanding at any one time under this Indenture shall not exceed $485,000,000 (consisting of $375,000,000 of Class A Notes, $75,000,000 of Class B Notes, and $35,000,000 of Class C Notes).
Section 2.04 — Registration and Transfer
(a) The Trustee shall maintain at its Corporate Trust Office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration and transfer of the Notes. The Register shall contain the name, address, and taxpayer identification number of each Noteholder and the principal amount of Notes of each Class held by such Noteholder.
(b) No transfer of any Note shall be effective unless and until registered in the Register. A transfer of any Note may be registered upon surrender of such Note at the Corporate Trust Office of the Trustee, accompanied by a written instrument of transfer in form satisfactory to the Trustee (substantially in the form of Exhibit B hereto), duly executed by or on behalf of the registered Holder thereof.
(c) No transfer of any Note shall be permitted unless the proposed transferee is:
(i) a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act, purchasing such Note for its own account or for the account of one or more Qualified Institutional Buyers; or
(ii) a Non-U.S. Person acquiring such Note in an offshore transaction in compliance with Regulation S under the Securities Act.
(d) As a condition to the registration of any transfer, the Trustee may require the delivery of a Transfer Certificate, substantially in the form of Exhibit B hereto, containing such certifications as the Trustee may reasonably require to confirm compliance with the transfer restrictions set forth herein and in the Notes.
(e) No service charge shall be made for any registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.
Section 2.05 — Replacement Notes
If any Note is mutilated, destroyed, lost, or stolen, the Issuer shall, upon the written request of the Holder thereof (or, if no longer the Holder, upon proof of such Holder's former ownership) and upon receipt of (a) evidence reasonably satisfactory to the Issuer and the Trustee of such destruction, loss, or theft, (b) indemnity reasonably satisfactory to the Issuer and the Trustee, and (c) payment of such reasonable expenses as the Issuer and the Trustee may incur in connection therewith, execute and the Trustee shall authenticate and deliver a new Note of the same Class, in the same principal amount, bearing the same number, and entitled to the same benefits under this Indenture as the Note so mutilated, destroyed, lost, or stolen.
Section 2.06 — Cancellation
All Notes surrendered for payment, transfer, exchange, or replacement shall be delivered to the Trustee for cancellation. The Trustee shall cancel and dispose of all cancelled Notes in accordance with its customary procedures. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.06, except as expressly permitted herein.
Section 2.07 — Grant of Security Interest
(a) The Issuer hereby confirms and ratifies the grant to the Trustee, for the ratable benefit and security of the Secured Parties, of a first-priority security interest in and lien on all of the Collateral, as more fully described in the Granting Clause hereof. Such security interest is granted to secure the timely payment of all amounts due on the Notes and all other obligations of the Issuer under this Indenture and the other Transaction Documents.
(b) To the extent that any transfer of Receivables from QRH to the Issuer under the Receivables Transfer Agreement is recharacterized by a court of competent jurisdiction as a secured financing rather than a true sale and absolute assignment, the Issuer hereby grants to the Trustee, for the ratable benefit and security of the Secured Parties, a first-priority security interest in all of the Issuer's right, title, and interest in and to such Receivables and all Collections and Proceeds thereof, as additional Collateral for the obligations secured hereby.
(c) The provisions of this Section 2.07 are supplemental to, and shall be construed in conjunction with, the Grant of Security Interest (Pledge Agreement) dated as of the Closing Date between the Issuer and the Trustee.
(d) The Issuer hereby authorizes the Trustee to file such UCC financing statements and continuation statements, and to take such other action, as the Trustee may deem necessary or desirable to perfect and maintain the perfection of the security interest granted hereunder.
Section 2.08 — Eligible Receivables Criteria
Each Receivable included in the Receivables Pool on the Closing Date and each Receivable acquired by the Issuer during the Revolving Period must satisfy, as of the date of its inclusion or acquisition (as applicable), all of the following criteria (collectively, the "Eligible Receivable Criteria"):
(a) such Receivable was originated by QPF in the ordinary course of its business of insurance premium financing, in accordance with QPF's customary underwriting guidelines and origination procedures as in effect at the time of origination;
(b) such Receivable is denominated and payable in United States dollars;
(c) such Receivable is secured by the right of the insured (the Obligor) to receive a refund of unearned premiums from the applicable insurance carrier upon cancellation of the related insurance policy, and such right has been validly assigned to the Issuer (through the chain of QPF to QRH to QRF 2022-1);
(d) the original term of such Receivable does not exceed twelve (12) months;
(e) the Obligor on such Receivable is a commercial policyholder located in the United States (including the District of Columbia), and is not a natural person acting in a consumer capacity;
(f) such Receivable is not a Defaulted Receivable (no scheduled payment thereon is more than sixty (60) days past due as of the date of inclusion or acquisition);
(g) such Receivable has been originated in compliance with all applicable federal, state, and local laws, including all applicable usury laws and insurance premium finance licensing requirements in the state of origination;
(h) such Receivable is the subject of a valid and enforceable insurance premium finance agreement governed by the laws of a state of the United States;
(i) such Receivable is not subject to any dispute, offset, defense, or counterclaim asserted by the Obligor, and the Obligor has not asserted any such dispute, offset, defense, or counterclaim;
(j) such Receivable has been transferred to the Issuer free and clear of any Lien, encumbrance, or security interest (other than the security interest granted to the Trustee hereunder and any Lien in favor of the Issuer created pursuant to the Receivables Transfer Agreement);
(k) such Receivable conforms in all material respects to the representations and warranties made by the Seller and the Transferor with respect thereto in the Receivables Sale Agreement and the Receivables Transfer Agreement, respectively; and
(l) such Receivable satisfies such other eligibility criteria as may be agreed to by the Issuer, the Servicer, and the Trustee from time to time, subject to satisfaction of the Rating Agency Condition.
Section 2.09 — Concentration Limits
(a) During the Revolving Period, the Servicer shall ensure that the Receivables Pool complies at all times with the following concentration limits (collectively, the "Concentration Limits"):
(i) Single Obligor Limit: No single Obligor (together with all Affiliates of such Obligor) shall represent more than 0.75% of the Pool Balance. As of the Cut-Off Date, the largest single Obligor represents approximately 0.38% of the Pool Balance ($2,325,600), and the top ten (10) Obligors represent, in the aggregate, approximately 2.14% of the Pool Balance ($13,096,800).
(ii) Single State Limit: No single state of the United States shall represent more than 20% of the Pool Balance. As of the Cut-Off Date, the three states with the largest geographic concentration are Texas (14.2% of Pool Balance), California (11.8% of Pool Balance), and Florida (9.6% of Pool Balance), together representing 35.6% of the aggregate Pool Balance, each individually below the 20% limit.
(iii) Single Carrier Limit: No single insurance carrier whose policies underlie the Receivables in the Pool shall represent more than 15% of the Pool Balance.
(b) The Concentration Limits applicable to this transaction are further set forth in Schedule 3 hereto.
(c) No Receivable shall be added to the Receivables Pool during the Revolving Period if such addition would cause any Concentration Limit to be exceeded. If any Concentration Limit is exceeded as a result of the reduction in Pool Balance (rather than the addition of new Receivables), the Servicer shall not be required to remove Receivables from the Pool but shall not add any new Receivable the effect of which would be to increase such excess.
(d) The Servicer shall certify in each Monthly Servicer Report that the Receivables Pool is in compliance with the Concentration Limits as of the applicable Determination Date, or, if any Concentration Limit has been exceeded, shall describe the nature and extent of such excess and the actions being taken to cure the same.
Section 2.10 — Revolving Period; Addition of Receivables
(a) During the Revolving Period (i.e., the period from the Closing Date to the earlier of (i) the date that is twenty-four (24) months after the Closing Date and (ii) the occurrence of an Early Amortization Event), the Issuer may (and, subject to the requirement to maintain the Pool Balance at or above the Minimum Pool Balance, shall) acquire additional Eligible Receivables from QRH pursuant to the Receivables Transfer Agreement.
(b) Each acquisition of additional Receivables during the Revolving Period shall be subject to the following conditions:
(i) each such Receivable shall satisfy all of the Eligible Receivable Criteria set forth in Section 2.08 hereof;
(ii) the addition of such Receivables shall not cause any Concentration Limit to be exceeded;
(iii) the Servicer shall have delivered to the Trustee a certification (which may be included in the Monthly Servicer Report or provided separately) confirming compliance with the Eligible Receivable Criteria and the Concentration Limits;
(iv) no Early Amortization Event shall have occurred and be continuing; and
(v) the Revolving Period shall not have terminated.
(c) The Pool Balance shall be maintained at or above the Minimum Pool Balance of $450,000,000 at all times during the Revolving Period. If the Pool Balance falls below the Minimum Pool Balance at any time, such event shall constitute an Early Amortization Event

CONFIDENTIAL — DRAFT — SUBJECT TO CHANGE

INDENTURE

TABLE OF CONTENTS

RECITALS

GRANTING CLAUSE

Record

Parties

Dates

Amounts