Contract analysis

1. Purpose and Summary of Clearance Request Calderwood & Harkness LLP ("the Firm" or "C&H") has been asked by Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation headquartered at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901 (NYSE: QIHC), to serve as issuer's counsel in a proposed $500,000,000 asset-backed securities issuance (the "Transaction" or the "Proposed Transaction"). The engagement

2. Proposed Clients The following entities have been identified as the Proposed Clients for purposes of this conflict check. Each entity is described with sufficient detail to permit accurate identification within the Firm's conflicts database and to facilitate new-client onboarding procedures. 2.1 Quorum Insurance Holdings Corp. (QIH) • Full Legal Name: Quorum Insurance Holdings Corp. • Entity Type: Corporation orga

3. Identified Counterparties and Adverse/Interested Parties The following entities and individuals have been identified as counterparties, transaction participants, or otherwise interested parties in the Proposed Transaction. Each has been checked against the Firm's conflicts database. Their roles, identifying information, and key contacts are set forth below. 3.1 Ridgeline Capital Markets LLC • Full Legal Name: Ridg

4. Conflicts Database Search Methodology The conflicts check documented in this memorandum was conducted on June 27, 2022, using the Firm's central conflicts management system, IntegriCheck (version 8.4), which is maintained by the Firm's General Counsel's Office in coordination with the New Business Intake Department. The following search methodology was employed: Search Parameters. Separate searches were conducted

5. Search Results and Analysis This section sets forth the results of the conflicts database search for each entity and individual identified in Sections 2 through 4, together with the Firm's analysis of any potential conflicts or other issues identified. 5.1 Quorum Insurance Holdings Corp. and Subsidiaries (QPF, QRF 2022-1, QRH) Search Results: The Firm's conflicts database was searched for "Quorum Insurance Holding

6. Multi-Entity Representation Analysis Calderwood & Harkness LLP is being asked to simultaneously represent four Quorum-affiliated entities in the Proposed Transaction: (a) Quorum Insurance Holdings Corp. (sponsor, parent, performance guarantor, and administrator); (b) Quorum Premium Finance LLC (originator, seller, and servicer); (c) Quorum Receivables Holding LLC (intermediate depositor); and (d) Quorum Receivable

7. Engagement Team Conflicts Each member of the proposed engagement team was individually checked against the Firm's conflicts database and was separately queried regarding any personal conflicts. The results are as follows: Douglas Carmichael, Responsible Partner. Partner in the Firm's Structured Finance and Securitization Practice Group, New York office. Database search and personal inquiry confirmed no personal fi

8. Conclusion and Recommendation Based on the comprehensive conflicts check conducted on June 27, 2022, as documented in this memorandum, the following conclusions and recommendations are made:

1. All searches have been completed. The Firm's central conflicts database has been searched against all Proposed Clients, all identified counterparties and adverse/interested parties, all known key contacts and officers, and all proposed engagement team members, using the methodology described in Section 4.

2. No disqualifying conflicts of interest have been identified. The search results and analysis set forth in Section 5 confirm that no concurrent or successive conflict of interest exists that would preclude Calderwood & Harkness LLP from accepting the engagement to serve as issuer's counsel to Quorum Insurance Holdings Corp. and its subsidiaries (QPF, QRF 2022-1, and QRH) in the Proposed Transaction.

3. The prior client relationship with Ridgeline Capital Markets LLC does not create a conflict. The Firm's prior representation of Ridgeline in an unrelated revolving credit facility matter (Matter No. 1025-00007, closed January 2022) does not constitute a successive conflict under Rule 1.9 of the New York Rules of Professional Conduct, as the Proposed Transaction is not the same or substantially related to the prior

4. The prior adverse matter involving Brindoval Ratings Inc. does not create a conflict. The Firm's prior representation of an investor client in a potential claim against Brindoval relating to RMBS ratings (Matter No. 1025-00007, closed December 2018) does not present a conflict, as the matter is factually and substantively unrelated to the Proposed Transaction and was closed nearly four years ago.

5. No waivers are required at this time. No formal conflict waivers from any party (client or counterparty) are required in connection with the opening of this engagement.

6. Multi-entity representation disclosures are required. The engagement letter should include standard multi-entity representation disclosures, consistent with the analysis set forth in Section 6, and should obtain informed acknowledgment from QIH (through its General Counsel, Nolan Whitford) of the multi-party representation arrangement.

7. Standard new-client onboarding procedures apply. QIH and its subsidiaries are new clients to the Firm. KYC verification, OFAC screening, and other new-client intake procedures must be completed prior to or concurrently with the opening of the matter.

8. Supplemental conflicts check required upon SPV formation. A supplemental conflicts check should be conducted upon the formation of QRF 2022-1 and QRH (anticipated for early August 2022) to confirm that the final entity names, EINs, and other identifying information are consistent with the information used in the initial search. If any changes are made to the entity names, structure, or personnel, a supplemental se

9. Approvals Prepared by: ________________________________________ Yuki Nakamura Associate, Structured Finance and Securitization Practice Group Calderwood & Harkness LLP Date: June 27, 2022 Reviewed and Approved by: ________________________________________ Douglas Carmichael Responsible Partner, Structured Finance and Securitization Practice Group Calderwood & Harkness LLP Date: ________ Reviewed and Approved by: __