Contract analysis

I. Executive Summary This memorandum analyzes whether Regulation AB II (adopted by the Securities and Exchange Commission in 2014, amending Regulation AB under the Securities Act of 1933, as amended (the "Securities Act")) applies to the proposed $500,000,000 asset-backed securities issuance by Quorum Receivables Funding 2022-1 LLC (the "Issuer" or "QRF 2022-1"), a bankruptcy-remote Delaware limited liability company

II. Background on the Transaction A. Transaction Structure The QRF 2022-1 transaction involves a conventional multi-step securitization of insurance premium finance receivables originated by QPF. The principal transaction parties and their roles are described below. Sponsor/Parent. Quorum Insurance Holdings Corp. ("QIH"), a Delaware corporation publicly traded on the New York Stock Exchange (ticker: QIHC), serves as

III. Overview of Regulation AB II A. Regulatory History Regulation AB was originally adopted by the SEC in 2004 pursuant to Securities Act Release No. 33-8518 (the "2004 Adopting Release"). The 2004 Adopting Release established a comprehensive registration, disclosure, and reporting framework for asset-backed securities that were publicly offered and registered under the Securities Act. Among other things, the origin

IV. Analysis: Inapplicability of Reg AB II to the QRF 2022-1 Offering A. The Offering Is Exempt from Registration The QRF 2022-1 Notes will be offered and sold in a private placement that is exempt from the registration requirements of Section 5 of the Securities Act. The offering relies upon the following exemptions and safe harbors:

Section 4(a)(2) of the Securities Act. The statutory exemption from registration under Section 4(a)(2) of the Securities Act provides that the registration requirements of Section 5 do not apply to "transactions by an issuer not involving any public offering." The initial sale of the Notes by QRF 2022-1 to Ridgeline Capital Markets LLC as initial purchaser is structured as a private placement in reliance on Section 4

V. Limited Regulatory Requirements That May Apply Despite Exempt Status While the core requirements of Regulation AB II do not apply to the QRF 2022-1 offering, certain regulatory requirements arising under the Exchange Act and the Dodd-Frank Act may apply regardless of whether the offering is registered or unregistered. These requirements are discussed below. A. Form ABS-15G — Repurchase Request Reporting

Section 15E(s)(4)(A) of the Exchange Act (added by Section 943 of the Dodd-Frank Act) and Rule 15Ga-1 promulgated thereunder require each "securitizer" of asset-backed securities to disclose, on an ongoing basis, fulfilled and unfulfilled repurchase requests with respect to the securitized assets. This disclosure is made by filing Form ABS-15G with the SEC. Critically, this reporting requirement applies regardless of

Section 10(b) and Rule 10b-5 of the Exchange Act. Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder make it unlawful for any person, in connection with the purchase or sale of any security, to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading

Section 17(a) of the Securities Act. Section 17(a) of the Securities Act similarly makes it unlawful for any person, in the offer or sale of any securities, to employ any device, scheme, or artifice to defraud, to obtain money or property by means of any untrue statement of a material fact or any omission of a material fact necessary in order to make the statements made not misleading, or to engage in any transaction

VI. Best-Practice Disclosure Standards for Rule 144A ABS Offerings A. Market Expectations Despite the technical inapplicability of Regulation AB II to the QRF 2022-1 offering, the institutional investor market for Rule 144A asset-backed securities has increasingly expected disclosure that is comparable to, or that approaches, the standards applicable to registered offerings. This trend has accelerated since the adopt

VII. Interaction with Other Regulatory Frameworks A. Investment Company Act of 1940 QRF 2022-1, as the issuing entity for the Notes, must qualify for an exclusion from the definition of "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"). Absent an available exclusion, QRF 2022-1 could be characterized as an investment company, which would subject it to the registration, governa

VIII. Recommendations Based on the analysis set forth in this memorandum, we recommend the following:

1. No SEC registration is required or contemplated. The QRF 2022-1 offering will proceed as a private placement under Rule 144A and Regulation S, exempt from registration under Section 4(a)(2) of the Securities Act. The core Regulation AB II requirements — including asset-level data filing on EDGAR, CEO certification under Rule 193, and periodic SEC reporting on Forms 10-D, 10-K, and 8-K — will not apply to the trans

2. Prepare for Form ABS-15G filing obligation. QIH, as the securitizer of the QRF 2022-1 transaction, should establish internal procedures to track and record all repurchase and substitution requests related to the securitized receivables. QIH should be prepared to file Form ABS-15G with the SEC on an annual basis (with filings due by February 14 of each year for the prior calendar year period), reporting on fulfille

3. Adopt voluntary best-practice disclosure. The Offering Memorandum should include pool stratification data, historical static pool performance data, comprehensive servicer disclosure, sponsor and originator financial information, and detailed risk factors at a level of quality and comprehensiveness approaching registered offering standards. This recommendation is driven by market expectations, rating agency require

4. Contractual reporting obligations. The Indenture and the Servicing Agreement should include robust monthly servicer reporting and payment date reporting obligations to noteholders, approximating the type and frequency of information that would be filed on Form 10-D in a registered ABS offering. These contractual reporting obligations should be clearly set forth in the transaction documents and should be described

5. Coordinate with rating agencies. Brindoval Ratings (Andrew Petrosian, lead analyst; Engagement No. CR-SF-2022-08812) and Pinnacle Rating Services (Monica Sung, lead analyst; Engagement No. PRS-2022-ABS-3347) each impose disclosure and structural requirements that substantially overlap with Reg AB II standards. Satisfying rating agency criteria will largely achieve compliance with the recommended best practices des

6. Coordinate with underwriter's counsel. Calloway & Brandt LLP (Harrison Collier, partner, and Megan O'Shaughnessy, counsel) should be consulted on Ridgeline's specific expectations for disclosure quality in the Offering Memorandum and any particular items that Ridgeline's internal compliance function requires as a condition to conducting Rule 144A sales. The Note Purchase Agreement should include customary represen

7. Monitor for regulatory developments. The SEC has periodically considered extending certain Reg AB II requirements — including asset-level data disclosure, CEO certification, and enhanced reporting — to unregistered ABS offerings. Any future rulemaking in this area should be monitored by QIH and its counsel, particularly if the QRF 2022-1 transaction is relaunched after any dormancy period or if QIH contemplates fu

IX. Conclusion The QRF 2022-1 Notes offering, structured as a Rule 144A / Regulation S private placement of $500,000,000 in aggregate principal amount of asset-backed notes secured by insurance premium finance receivables, is not subject to Regulation AB II's registration-based requirements. Because no registration statement will be filed with the SEC, the core requirements of Reg AB II — including asset-level data f