Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("we," "us," or the "Firm") is pleased to confirm the terms of our engagement by Quorum Insurance Holdings Corp., a Delaware corporation ("QIH" or the "Client"), to serve as issuer's counsel in connection with a proposed asset-backed securities transaction described more fully below. This engagement relates to the proposed issuance of up to $500,000,000 in aggrega

2. Scope of Engagement 2.1 Transaction Description The Offering contemplates the structuring, documenting, and execution of the issuance of three tranches of rated notes, together with a retained overcollateralization interest, as follows: The Notes will be secured by a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business. The initial pool balance as of the

3. Client Identification Our client in this engagement is Quorum Insurance Holdings Corp. While our work will benefit and be performed for the Issuer (QRF 2022-1), the depositor (QRH), and the originator/servicer (QPF), and while we may prepare documents on behalf of such entities and deliver opinions referencing such entities, our attorney-client relationship in this engagement is with QIH. QIH is the entity that ha

4. Staffing 4.1 Engagement Team The following attorneys will be principally responsible for this engagement: Douglas Carmichael, Partner — Responsible Partner. Mr. Carmichael will have overall responsibility for the engagement and will serve as the primary relationship partner. He will provide strategic guidance on structuring, oversee the preparation and delivery of legal opinions, participate in key negotiations, a

5. Estimated Fees and Billing Arrangements 5.1 Fee Estimate Based on our current understanding of the transaction and its complexity, including the structure, number of tranches, nature of the underlying collateral, revolving feature, number of transaction documents, and the legal opinion requirements, we estimate that our total legal fees for the engagement (from initial structuring through closing) will be approxim

6. Conflicts of Interest We have conducted a conflicts check in accordance with our firm policies and the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200). Based on our review, we have identified no conflicts of interest that would preclude our representation of QIH in this engagement or that would require a waiver or consent from QIH or any other party. In conducting our conflicts review, we have che

7. Confidentiality We will maintain the confidentiality of all information provided to us by QIH, QPF, and their respective officers, directors, employees, and agents in connection with this engagement, in accordance with our professional obligations under the New York Rules of Professional Conduct and applicable law. All such information will be treated as privileged and confidential attorney-client communications o

8. Document Retention Upon the conclusion of the engagement (whether by closing of the Offering, termination, or otherwise), we will retain engagement files in accordance with the Firm's standard document retention policy. Our current policy provides for the retention of client files for a period of ten (10) years following the conclusion of the engagement, after which files may be destroyed in the ordinary course wi

9. Termination Either party may terminate this engagement at any time upon written notice to the other, subject to applicable rules of professional conduct governing withdrawal from representation. We will endeavor to provide reasonable advance notice of any decision to withdraw and will cooperate in the orderly transition of the engagement to successor counsel if requested. Upon termination of the engagement, QIH wi

10. Governing Law This engagement letter and all matters arising out of or relating to this engagement, including any dispute regarding the interpretation, enforceability, or performance of this letter, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

11. Miscellaneous This letter sets forth the entire agreement between the Firm and QIH regarding the terms of our engagement in connection with the Offering and supersedes any and all prior understandings, discussions, or agreements, whether oral or written, relating to the subject matter hereof. No prior or contemporaneous oral or written representation not contained in this letter shall be binding upon either party

12. Acceptance Please confirm your agreement to the terms set forth in this letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A PDF scan or electronic signature (including DocuSign or similar platform) is acceptable for this purpose. If you have any questions regarding the terms of this letter or the engagement generally, please do not hesitate to contact me direct