Contract analysis

I. Executive Summary This memorandum analyzes the perfection of security interests under Article 9 of the Uniform Commercial Code (the "UCC") at each transfer level in the proposed $500,000,000 asset-backed securitization of insurance premium finance receivables originated by Quorum Premium Finance LLC ("QPF"). The transaction contemplates the issuance of three classes of notes—the Class A Notes ($375,000,000), the C

1. Transfer 1: The transfer from QPF (as Seller) to QRH (as Depositor/Intermediate SPV) under the Receivables Sale Agreement, intended as a true sale with a back-up security interest granted by QPF in favor of QRH.

2. Transfer 2: The transfer from QRH (as Transferor) to QRF 2022-1 (as Issuer) under the Receivables Transfer Agreement, intended as a true sale or capital contribution with a back-up security interest granted by QRH in favor of QRF 2022-1.

3. Grant 3: The grant of a security interest from QRF 2022-1 to Calvoneth Trust Company, N.A. ("Calvoneth Trust") (as Indenture Trustee) under the Grant of Security Interest (Pledge Agreement) for the benefit of the holders of the Class A Notes, Class B Notes, and Class C Notes. At each level, the transfers are structured as true sales for bankruptcy-remoteness and accounting purposes. However, back-up security inter

II. Transaction Structure Overview A. Parties and SPV Chain The following is a summary of the principal entities in the securitization chain, together with their relevant organizational details: Quorum Insurance Holdings Corp. ("QIH") — QIH is a Delaware corporation, publicly traded on the New York Stock Exchange under the ticker symbol QIHC. QIH's principal executive offices are located at 400 Atlantic Street, Suite

III. Characterization of the Receivables Under UCC Article 9 A. Nature of Insurance Premium Finance Receivables Insurance premium finance receivables are the obligations of commercial policyholders to repay financing provided by QPF for the payment of insurance premiums. In a typical insurance premium finance transaction, QPF advances funds to an insurance carrier or insurance agent on behalf of a commercial policyho

IV. UCC-1 Filing Requirements at Each Transfer Level A. Transfer 1: QPF (Seller/Debtor) → QRH (Purchaser/Secured Party)

1. Filing Details The first UCC-1 financing statement is filed to perfect the back-up security interest granted by QPF in favor of QRH in connection with the sale of receivables under the Receivables Sale Agreement. The filing details are as follows: • Debtor: Quorum Premium Finance LLC The debtor name must be the exact legal name of QPF as reflected in its Certificate of Formation filed with the Delaware Secretary o

2. Analysis. The perfection analysis for Transfer 1 depends on the characterization of the transfer and the characterization of the receivables: If the transfer from QPF to QRH is respected as a true sale: For receivables characterized as payment intangibles, automatic perfection applies upon attachment under UCC § 9-309(3), and the UCC-1 filing provides additional protection. For receivables characterized as account

3. Priority Considerations To ensure that QRH's security interest in the receivables has first priority, no prior UCC-1 filings against QPF covering insurance premium finance receivables should exist. Under UCC § 9-322(a)(1), conflicting perfected security interests rank according to priority in time of filing or perfection, with the first to file or perfect having priority. A comprehensive UCC search must be conduct

1. Filing Details The second UCC-1 financing statement is filed to perfect the back-up security interest granted by QRH in favor of QRF 2022-1 in connection with the transfer of receivables under the Receivables Transfer Agreement. The filing details are as follows: • Debtor: Quorum Receivables Holding LLC The debtor name must be the exact legal name of QRH as reflected in its Certificate of Formation filed with the

2. Analysis. The perfection analysis for Transfer 2 is substantially identical to the analysis for Transfer 1, as set forth in Section IV.A.2 above. Whether the transfer from QRH to QRF 2022-1 is characterized as a true sale, a capital contribution, or a secured financing, and whether the receivables are characterized as payment intangibles or accounts, filing a UCC-1 financing statement with the Delaware Secretary o

3. Priority Considerations QRH is a newly formed bankruptcy-remote entity, formed on August 3, 2022, with Delaware Secretary of State file number 7894228. No prior liens or UCC filings should exist against QRH, but a UCC search will be conducted to confirm this. The separateness covenants in the QRH LLC Agreement and the appointment of Eleanor M. Vasquez of Fortbridge Corporate Services LLC as independent manager fur

1. Filing Details The third UCC-1 financing statement is filed to perfect the security interest granted by QRF 2022-1 to Calvoneth Trust under the Grant of Security Interest (Pledge Agreement) and the Indenture. Unlike the first two filings, which serve as back-up security interests, this filing is the primary perfection mechanism for the security interest that secures the Notes. The filing details are as follows: •

2. Analysis. This third filing is the most critical filing in the securitization. It perfects the security interest that directly secures the $485,000,000 in aggregate principal amount of issued Notes (with an additional approximately $15,000,000 in overcollateralization and retained interest held by QRH or its designee). The aggregate capitalization of QRF 2022-1 at closing, including Notes and retained interests, w

3. Priority Considerations QRF 2022-1 is a newly formed bankruptcy-remote entity, formed on August 3, 2022, with Delaware Secretary of State file number 7894231. No prior liens or UCC filings should exist against QRF 2022-1. A UCC search will be conducted prior to closing to confirm a clean record. Timothy R. Callan of Fortbridge Corporate Services LLC serves as the independent manager of QRF 2022-1. The separateness

V. Perfection Timing and Continuation A. Filing Timing All three UCC-1 financing statements should be filed simultaneously at or immediately prior to the closing of the securitization transaction. The simultaneous filing of all three statements ensures that the entire chain of security interests is perfected at the same time, eliminating any gap in perfection between the different transfer levels. Under UCC § 9-322(a

VI. True Sale vs. Secured Financing — Impact on UCC Analysis A. True Sale Implications The transfers of receivables from QPF to QRH and from QRH to QRF 2022-1 are structured as true sales of the receivables for all legal, accounting, and tax purposes. If these transfers are respected as true sales, the receivables are owned by QRF 2022-1 free and clear of any interest of QPF or QRH, other than QPF's retained servicin

VII. Specific Collateral Perfection Issues A. Unearned Premium Refund Rights Each insurance premium finance receivable originated by QPF is secured by an assignment of the policyholder's right to receive an unearned premium refund from the insurance carrier in the event that the insurance policy is cancelled prior to the expiration of its term. These unearned premium refund rights constitute a critical credit enhance