1025-00007 · Quorum Insurance Holdings · Legal Opinions

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Contract analysis Extract to table

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR RELIANCE

CALDERWOOD & HARKNESS LLP Attorneys at Law

601 Lexington Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

October 8, 2022

Matter No. 1025-00007

Calvoneth Trust Company, National Association, as Indenture Trustee 600 Travis Street, Suite 5800 Houston, Texas 77002

Attention: Gerald K. Fontaine, Senior Trust Officer

Quorum Receivables Funding 2022-1 LLC, as Issuer c/o Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901

Ridgeline Capital Markets LLC, as Initial Purchaser 383 Madison Avenue, 14th Floor New York, New York 10179

Attention: Julian Weatherstone, Head of ABS Origination

Re: Draft Opinion Regarding Perfection and Priority of Security Interests Under Article 9 of the Uniform Commercial Code — Quorum Receivables Funding 2022-1 LLC $500,000,000 Asset-Backed Notes

Ladies and Gentlemen:

We have acted as counsel to Quorum Insurance Holdings Corp., a Delaware corporation ("QIH"), Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), Quorum Receivables Holding LLC, a Delaware limited liability company ("QRH"), and Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company ("QRF 2022-1" or the "Issuer"), in connection with the proposed issuance by the Issuer of $500,000,000 aggregate principal amount of asset-backed notes (the "Notes"), consisting of: (i) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (the "Class A Notes"), (ii) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes (the "Class B Notes"), and (iii) $35,000,000 aggregate principal amount of Class C Fixed Rate Asset-Backed Notes (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"). The remaining $15,000,000 in credit enhancement consists of overcollateralization. The Notes are secured by, and payable from, a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business, together with related security, collections, accounts, and proceeds thereof, all as more particularly described herein and in the Transaction Documents (as defined below).

This opinion letter (this "Opinion") is being delivered pursuant to the requirements of (i) the Indenture (as defined below) between QRF 2022-1 and Calvoneth Trust Company, National Association ("Calvoneth Trust" or the "Trustee"), (ii) the Note Purchase Agreement (as defined below) among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC (the "Initial Purchaser"), and (iii) the conditions precedent to the closing of the transactions contemplated thereby. This Opinion addresses the creation, perfection, and first-priority status of certain security interests granted under the Transaction Documents in connection with the issuance of the Notes, as more fully set forth below.

THIS OPINION IS A DRAFT FOR DISCUSSION PURPOSES ONLY AND IS NOT TO BE RELIED UPON. The final opinion will be delivered at the closing of the transactions contemplated by the Transaction Documents and will be dated as of the closing date. All opinions expressed herein are preliminary and are subject to revision upon review of executed (rather than execution draft) versions of the Transaction Documents, updated UCC lien searches as of a date proximate to closing, and any changes in applicable law occurring prior to closing.

Section 1: Defined Terms and Documents Examined

1.1 Transaction Documents Reviewed

In rendering the opinions set forth herein, we have examined executed drafts or execution draft copies, as applicable, of each of the following documents (collectively, the "Transaction Documents"):

1. Receivables Sale Agreement (execution draft v3, dated as of the Closing Date) (the "Sale Agreement"), by and between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser, pursuant to which QPF has agreed to sell, transfer, assign, and convey to QRH, on a revolving basis, all of QPF's right, title, and interest in, to, and under the Receivables and related rights, subject to the terms and conditions set forth therein;

2. Receivables Transfer Agreement (execution draft v3, dated as of the Closing Date) (the "Transfer Agreement"), by and between Quorum Receivables Holding LLC, as Transferor, and Quorum Receivables Funding 2022-1 LLC, as Transferee, pursuant to which QRH has agreed to transfer, assign, and convey (or, if such transfer is recharacterized as a contribution, to contribute) to QRF 2022-1 all of QRH's right, title, and interest in, to, and under the Receivables and related rights acquired by QRH under the Sale Agreement, subject to the terms and conditions set forth therein;

3. Grant of Security Interest (Pledge Agreement) (execution draft v2, dated as of the Closing Date) (the "Pledge Agreement"), by and between Quorum Receivables Funding 2022-1 LLC, as Debtor and Pledgor, and Calvoneth Trust Company, National Association, as Trustee and Secured Party, pursuant to which QRF 2022-1 has agreed to grant to the Trustee, for the benefit of the holders of the Notes, a first-priority security interest in and lien on all of QRF 2022-1's right, title, and interest in, to, and under the Collateral (as defined therein and below);

4. Indenture (execution draft v4, dated as of the Closing Date) (the "Indenture"), by and between Quorum Receivables Funding 2022-1 LLC, as Issuer, and Calvoneth Trust Company, National Association, as Trustee, pursuant to which the Notes are being issued and which sets forth the terms and conditions governing the Notes, including the payment waterfall, events of default, remedies of the Trustee and the Noteholders, and other matters customary for asset-backed securities transactions of this nature;

5. Account Control Agreement (execution draft v2, dated as of the Closing Date) (the "Account Control Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as account holder, Calvoneth Trust Company, National Association, in its capacity as Securities Intermediary and depository bank, and Calvoneth Trust Company, National Association, in its capacity as Trustee and Secured Party, pursuant to which the Securities Intermediary has agreed to maintain certain securities accounts and deposit accounts for the benefit of QRF 2022-1 and to comply with entitlement orders and instructions originated by the Trustee with respect thereto, without further consent of QRF 2022-1, all as more particularly set forth therein; and

6. Servicing Agreement (execution draft v3, dated as of the Closing Date) (the "Servicing Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as Owner, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee, pursuant to which QPF, as Servicer, has agreed to service, administer, and make collections on the Receivables in accordance with the terms and conditions set forth therein and in the Indenture.

We have also examined or reviewed drafts of the Note Purchase Agreement (execution draft v2, dated as of the Closing Date) (the "Note Purchase Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as Issuer, Quorum Insurance Holdings Corp., as Sponsor, and Ridgeline Capital Markets LLC, as Initial Purchaser, pursuant to which the Initial Purchaser has agreed to purchase the Notes on the terms and conditions set forth therein.

As used herein, the "Closing Date" means the date on which the issuance and sale of the Notes is consummated.

1.2 UCC Financing Statements Reviewed

We have reviewed execution draft copies of each of the following UCC-1 financing statements (collectively, the "Financing Statements"), each of which is to be filed with the Office of the Secretary of State of the State of Delaware (the "Delaware Filing Office") on or prior to the Closing Date:

1. UCC-1 Financing Statement naming Quorum Premium Finance LLC as Debtor and Quorum Receivables Holding LLC as Secured Party, to be filed with the Delaware Filing Office (the "QPF-QRH Financing Statement");

2. UCC-1 Financing Statement naming Quorum Receivables Holding LLC as Debtor and Quorum Receivables Funding 2022-1 LLC as Secured Party, to be filed with the Delaware Filing Office (the "QRH-QRF Financing Statement");

3. UCC-1 Financing Statement naming Quorum Receivables Funding 2022-1 LLC as Debtor and Calvoneth Trust Company, National Association as Secured Party, to be filed with the Delaware Filing Office (the "QRF-Trustee Financing Statement"); and

4. The QPF-QRH Financing Statement, the QRH-QRF Financing Statement, and the QRF-Trustee Financing Statement are referred to herein collectively as the "Financing Statements."

Copies of each of the Financing Statements in the form reviewed by us are attached hereto as Exhibit A.

1.3 Other Documents and Records Examined

In addition to the Transaction Documents and the Financing Statements, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:

(a) Certificate of Formation of Quorum Receivables Funding 2022-1 LLC, as filed with the Secretary of State of the State of Delaware on August 3, 2022, assigned Delaware Secretary of State File No. 7894231;

(b) the Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022, as amended and in effect on the date hereof;

(c) Certificate of Formation of Quorum Receivables Holding LLC, as filed with the Secretary of State of the State of Delaware on August 3, 2022, assigned Delaware Secretary of State File No. 7894228;

(d) the Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated as of August 3, 2022, as amended and in effect on the date hereof;

(e) organizational documents of Quorum Premium Finance LLC, a limited liability company organized under the laws of the State of Delaware (Employer Identification Number 84-2653198), including its Certificate of Formation and Limited Liability Company Agreement, as amended and in effect on the date hereof;

(f) Secretary's Certificate of Quorum Insurance Holdings Corp., dated July 27, 2022, certifying, among other things, board resolutions authorizing the transactions contemplated by the Transaction Documents and the incumbency and specimen signatures of the officers authorized to execute and deliver the Transaction Documents on behalf of QIH;

(g) Manager's Certificate of Quorum Premium Finance LLC, dated July 27, 2022, certifying, among other things, the resolutions of the managing member or managers of QPF authorizing the transactions contemplated by the Transaction Documents and the incumbency and specimen signatures of the persons authorized to execute and deliver the Transaction Documents on behalf of QPF;

(h) Certificates of Good Standing (or certificates of status) for each of QPF, QRH, and QRF 2022-1, issued by the Secretary of State of the State of Delaware, each dated on or about the date hereof;

(i) UCC lien search results obtained from the Delaware Secretary of State with respect to each of Quorum Premium Finance LLC, Quorum Receivables Holding LLC, and Quorum Receivables Funding 2022-1 LLC, in each case using the exact legal name of such entity as set forth in its Certificate of Formation (such searches dated on or about September 26, 2022) (collectively, the "Search Results"), a summary of which is attached hereto as Exhibit B; and

(j) such other documents, records, certificates, instruments, and agreements, and such matters of law, as we have considered necessary or appropriate for purposes of rendering the opinions set forth herein.

1.4 Key Defined Terms

For purposes of this Opinion, in addition to the terms defined elsewhere herein, the following terms shall have the meanings set forth below:

"Accounts" means all deposit accounts and securities accounts established pursuant to the Indenture and the Account Control Agreement, maintained at Calvoneth Trust Company, National Association in its capacity as Securities Intermediary, including, without limitation, the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account (each as defined in the Indenture).

"Collateral" has the meaning assigned to such term in the Pledge Agreement, and includes, without limitation, all Receivables, Collections, Accounts (including the Collection Account, Payment Account, Reserve Account, and Liquidity Reserve Account), Related Security, and all proceeds (including insurance proceeds) of any and all of the foregoing.

"Collections" means all cash collections, payments, principal and interest payments, late fees, prepayment charges, recoveries, and other amounts received on or with respect to the Receivables, including amounts received from obligors, guarantors, insurers, and any other sources.

"Eligible Receivables" means Receivables that satisfy all eligibility criteria as defined in the Sale Agreement, including, without limitation, Receivables that: (i) have been originated by QPF in the ordinary course of its insurance premium finance business; (ii) are denominated and payable in United States dollars; (iii) are secured by unearned premium refund rights under the related insurance policies; (iv) have an original term not exceeding twelve (12) months; (v) are owed by an obligor that is a United States commercial policyholder; (vi) are not in default, with no scheduled payment more than sixty (60) days past due as of the applicable cut-off date; and (vii) comply in all material respects with all applicable usury, licensing, and other regulatory requirements.

"Receivables" means insurance premium finance receivables originated by QPF in the ordinary course of its insurance premium finance business, representing the right to receive scheduled payments of principal, interest, and fees from commercial insurance policyholders in respect of the financed insurance premiums.

"Related Security" means, with respect to any Receivable, (i) all rights of QPF (or its assignee) to unearned premium refund payments from the applicable insurance carrier or carriers, (ii) all security interests in or liens on the related insurance policies (including cancellation rights), (iii) all related contract rights, guarantees, indemnities, and insurance, and (iv) all books, records, and files relating to the foregoing.

"UCC" means the Uniform Commercial Code as in effect in the State of Delaware, including Article 9 thereof as adopted in Delaware (6 Del. C. §§ 9-101 et seq.), or, where the context so requires, the Uniform Commercial Code as in effect in any other relevant State.

Section 2: Assumptions

The opinions set forth herein are based upon and subject to the following assumptions, each of which we have assumed to be true and correct without independent investigation or verification:

2.1 General Assumptions

(a) Each of the Transaction Documents has been, or prior to the Closing Date will be, duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each party thereto, and has been, or prior to the Closing Date will be, duly executed and delivered by each party thereto.

(b) Each of the Transaction Documents constitutes, or upon due execution and delivery will constitute, the legal, valid, and binding obligation of each party thereto, enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and similar laws affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c) Each entity identified herein as a Delaware limited liability company has been validly formed and is in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.

(d) All factual matters and statements of fact represented in any officer's certificate, manager's certificate, secretary's certificate, closing certificate, or representation and warranty contained in any Transaction Document or delivered in connection therewith are true, correct, and complete in all material respects.

(e) All individuals who have executed or who will execute the Transaction Documents on behalf of any party thereto have been duly authorized to do so and their signatures are genuine.

(f) All copies of documents furnished to us are complete and conform to the originals thereof, and all originals are authentic.

2.2 UCC-Specific Assumptions

(a) Each of QPF, QRH, and QRF 2022-1 is a "registered organization" that is organized under the laws of the State of Delaware within the meaning of UCC § 9-102(a)(71). Accordingly, pursuant to UCC § 9-301(1), the local law of the State of Delaware — the jurisdiction under whose law each such entity is organized — governs perfection, the effect of perfection or non-perfection, and the priority of security interests in the Collateral (other than as provided in UCC §§ 9-303 through 9-306, none of which are applicable to the Collateral).

(b) QPF's "location" for purposes of UCC § 9-307 is the State of Delaware, as QPF is a registered organization organized under Delaware law and its location is therefore deemed to be Delaware pursuant to UCC § 9-307(e).

(c) QRH's "location" for purposes of UCC § 9-307 is the State of Delaware, as QRH is a registered organization organized under Delaware law and its location is therefore deemed to be Delaware pursuant to UCC § 9-307(e).

(d) QRF 2022-1's "location" for purposes of UCC § 9-307 is the State of Delaware, as QRF 2022-1 is a registered organization organized under Delaware law and its location is therefore deemed to be Delaware pursuant to UCC § 9-307(e).

(e) Each of the Financing Statements accurately sets forth (i) the name of the debtor (as such name appears on the applicable debtor's Certificate of Formation filed with the Delaware Secretary of State, thereby satisfying the requirements of UCC § 9-503(a)(1)), (ii) the name and mailing address of the applicable secured party, and (iii) an indication of the collateral covered by such Financing Statement that reasonably identifies the collateral within the meaning of UCC § 9-504, in each case in a manner that satisfies the requirements of UCC §§ 9-502, 9-503, and 9-504.

(f) No UCC-1 financing statements covering the Collateral or any portion thereof have been filed (or will be filed prior to the filing of the Financing Statements described herein) by or against QPF, QRH, or QRF 2022-1 in any filing office, other than financing statements filed or to be filed in connection with the transactions contemplated by the Transaction Documents.

(g) The UCC lien search results obtained from the Delaware Filing Office and described in Exhibit B hereto are accurate and complete and reflect all financing statements on file with respect to each of QPF, QRH, and QRF 2022-1 as of the date and time of each such search. No financing statements have been filed against any such entity since the date of such searches, other than as contemplated by the Transaction Documents.

(h) The Receivables constitute either "accounts" within the meaning of UCC § 9-102(a)(2) (as rights to payment for services rendered or to be rendered, which are not evidenced by an instrument or chattel paper) or "payment intangibles" within the meaning of UCC § 9-102(a)(61) (as general intangibles under which the account debtor's principal obligation is a monetary obligation). In either case, perfection of a security interest therein may be achieved by the filing of a financing statement.

(i) All necessary "value" has been given by each applicable secured party or purchaser within the meaning of UCC § 1-204, and the debtor in each case has "rights in the collateral" (or the power to transfer rights in the collateral to the secured party) within the meaning of UCC § 9-203(b)(2), such that all security interests covered by this Opinion have "attached" within the meaning of UCC § 9-203.

(j) Each applicable security agreement or other Transaction Document containing a grant of a security interest adequately describes the collateral within the meaning of UCC § 9-203(b)(3)(A) and has been authenticated by the debtor.

2.3 Assumptions Regarding Account Control

(a) The Account Control Agreement will be in full force and effect on and as of the Closing Date and will have been duly executed and delivered by all parties thereto, including Quorum Receivables Funding 2022-1 LLC, as account holder, Calvoneth Trust Company, National Association, in its capacity as Securities Intermediary and depository bank, and Calvoneth Trust Company, National Association, in its capacity as Trustee and Secured Party.

(b) With respect to the securities accounts maintained at Calvoneth Trust Company, N.A. as Securities Intermediary, such Securities Intermediary will have agreed, pursuant to the Account Control Agreement, to comply with entitlement orders originated by the Trustee (i.e., Calvoneth Trust Company, N.A., acting in its capacity as Trustee under the Indenture) with respect to such securities accounts without further consent by QRF 2022-1, the entitlement holder, thereby establishing "control" of such securities accounts within the meaning of UCC § 8-106(d)(2) and UCC § 9-106(a).

(c) With respect to the deposit accounts maintained at Calvoneth Trust Company, N.A. as depository bank, such depository bank will have agreed, pursuant to the Account Control Agreement, to follow the instructions of the Trustee (secured party) directing the disposition of funds in such deposit accounts without further consent by QRF 2022-1, the customer, thereby establishing "control" of such deposit accounts within the meaning of UCC § 9-104(a)(2).

(d) We note that the Trustee and the Securities Intermediary/depository bank are the same legal entity (Calvoneth Trust Company, N.A.) acting in different capacities. We have assumed that Calvoneth Trust Company, N.A. has the legal authority under its charter, applicable banking regulations, and applicable fiduciary standards to act simultaneously in these multiple capacities without conflict.

2.4 True Sale / Back-Up Security Interest Assumptions

(a) This Opinion addresses the creation, perfection, and priority of security interests under UCC Article 9. This Opinion does not address whether the transfers of Receivables under the Sale Agreement (from QPF to QRH) or under the Transfer Agreement (from QRH to QRF 2022-1) constitute "true sales" or absolute transfers of ownership as opposed to secured financings. A separate opinion letter addressing true sale issues is being provided by this firm or by other counsel engaged for such purpose.

(b) Each of the Sale Agreement and the Transfer Agreement includes, among other provisions, a grant of a "back-up security interest" in favor of the applicable purchaser or transferee (i.e., QRH and QRF 2022-1, respectively) in and to the Receivables and related rights, which security interest is intended to take effect in the event that any court of competent jurisdiction, in any bankruptcy, insolvency, or other proceeding, determines or recharacterizes the transfer as a secured financing rather than a true sale. This Opinion covers the perfection of such back-up security interests as more fully set forth in Section 3 below.

(c) In rendering the opinions set forth herein regarding back-up security interests, we have assumed that the applicable court applying recharacterization analysis would treat the debtor identified in each Financing Statement as the owner of the Receivables and the secured party identified therein as holding a security interest therein, rather than as the owner thereof by reason of a true sale.

Section 3: Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:

3.1 Opinion 1 — QPF to QRH (Sale Agreement / Back-Up Security Interest)

Assuming that (a) the transfer of Receivables from QPF to QRH under the Sale Agreement is recharacterized by a court of competent jurisdiction as a secured financing rather than a true sale (or, in the alternative, is determined not to constitute a true sale for any reason), and (b) the QPF-QRH Financing Statement has been duly filed with the Delaware Filing Office and has been accepted for filing and indexed by such office in the name of the debtor (Quorum Premium Finance LLC), then:

(i) The back-up security interest granted by QPF, as Debtor, to QRH, as Secured Party, under Section [__] of the Sale Agreement in and to all of QPF's right, title, and interest in, to, and under the Receivables, Collections, Related Security, and all proceeds thereof will constitute a valid and perfected security interest under UCC Article 9 as in effect in the State of Delaware.

(ii) The Receivables constitute "accounts" within the meaning of UCC § 9-102(a)(2), or, to the extent any particular Receivable may constitute a "payment intangible" within the meaning of UCC § 9-102(a)(61), the filing of a UCC-1 financing statement is a permissible method of perfection in either case. Perfection of a security interest in accounts and payment intangibles is accomplished by the filing of a financing statement in the office of the appropriate filing office in the State in which the debtor is "located" (as determined under UCC § 9-307). Because QPF is a registered organization organized under the laws of the State of Delaware, QPF is located in Delaware for purposes of UCC § 9-307(e), and the appropriate filing office is the Delaware Filing Office, pursuant to 6 Del. C. § 9-501(a)(2).

(iii) Based upon our review of the Search Results as of the date thereof, and assuming no financing statements covering the Receivables have been filed against QPF between the date of such Search Results and the date of filing of the QPF-QRH Financing Statement, upon such filing, such security interest will be a first-priority perfected security interest in the Receivables and related Collateral described therein, subject to the qualifications and limitations set forth in Section 4 below.

3.2 Opinion 2 — QRH to QRF 2022-1 (Transfer Agreement / Back-Up Security Interest)

Assuming that (a) the transfer of Receivables from QRH to QRF 2022-1 under the Transfer Agreement is recharacterized by a court of competent jurisdiction as a secured financing (or contribution recharacterized as a secured financing) rather than a true sale or absolute transfer, and (b) the QRH-QRF Financing Statement has been duly filed with the Delaware Filing Office and has been accepted for filing and indexed by such office in the name of the debtor (Quorum Receivables Holding LLC), then:

(i) The back-up security interest granted by QRH, as Debtor, to QRF 2022-1, as Secured Party, under Section [__] of the Transfer Agreement in and to all of QRH's right, title, and interest in, to, and under the Receivables, Collections, Related Security, and all proceeds thereof will constitute a valid and perfected security interest under UCC Article 9 as in effect in the State of Delaware.

(ii) As with Opinion 1 above, the Receivables constitute "accounts" or "payment intangibles" under the UCC, and perfection of a security interest therein may be accomplished by the filing of a financing statement. Because QRH is a registered organization organized under the laws of the State of Delaware, QRH is located in Delaware for purposes of UCC § 9-307(e), and the appropriate filing office is the Delaware Filing Office.

(iii) Based upon our review of the Search Results as of the date thereof, which reflect no financing statements on file against QRH (Delaware Secretary of State File No. 7894228, a newly formed entity as of August 3, 2022), and assuming no financing statements covering the Receivables have been filed against QRH between the date of such Search Results and the date of filing of the QRH-QRF Financing Statement, upon such filing, such security interest will be a first-priority perfected security interest in the Receivables and related Collateral described therein, subject to the qualifications and limitations set forth in Section 4 below.

3.3 Opinion 3 — QRF 2022-1 to Calvoneth Trust (Pledge Agreement / Indenture)

Upon the filing of the QRF-Trustee Financing Statement with the Delaware Filing Office and the acceptance for filing and indexing of such Financing Statement by such office in the name of the debtor (Quorum Receivables Funding 2022-1 LLC):

(i) The security interest granted by QRF 2022-1, as Debtor and Pledgor, to Calvoneth Trust Company, N.A., as Trustee and Secured Party, under the Pledge Agreement and the Indenture, in and to all of QRF 2022-1's right, title, and interest in, to, and under the Collateral — including, without limitation, the Receivables, Collections, Related Security, the Accounts, and all proceeds of any and all of the foregoing — will constitute a valid and perfected security interest under UCC Article 9 as in effect in the State of Delaware, to the extent that perfection may be achieved by the filing of a financing statement.

(ii) We note that for certain components of the Collateral — specifically, the Accounts, which include both deposit accounts and securities accounts maintained at Calvoneth Trust Company, N.A. as Securities Intermediary and depository bank — perfection of a security interest therein as original collateral cannot be achieved solely by the filing of a financing statement. Pursuant to UCC § 9-312(b)(1), a security interest in a deposit account may be perfected only by control. Similarly, while a security interest in a securities account (or in security entitlements or securities held therein) may be perfected by filing in certain circumstances, perfection by control pursuant to UCC §§ 9-314 and 9-106 is the preferred and superior method. The filing of a financing statement does not, by itself, perfect a security interest in a deposit account as original collateral. See UCC § 9-312(b)(1); 6 Del. C. § 9-312(b)(1).

(iii) Assuming that the Account Control Agreement has been duly executed and delivered by all parties thereto and is in full force and effect, and that Calvoneth Trust Company, N.A., in its capacity as Securities Intermediary, has agreed to comply with entitlement orders originated by the Trustee (i.e., Calvoneth Trust Company, N.A. in its Trustee capacity) without further consent of QRF 2022-1, the entitlement holder, thereby satisfying the requirements of UCC § 8-106(d)(2) and UCC § 9-106(a), and further assuming that Calvoneth Trust Company, N.A., in its capacity as depository bank, has agreed to follow the instructions of the Trustee (secured party) directing the disposition of funds in the deposit accounts without further consent of QRF 2022-1, the customer, thereby satisfying the requirements of UCC § 9-104(a)(2), the Trustee will have "control" over such Accounts within the meaning of UCC §§ 9-104 and 9-106, and will have a valid and perfected security interest therein under UCC §§ 9-312(b)(1) and 9-314.

(iv) Based upon our review of the Search Results as of the date thereof, which reflect no financing statements on file against QRF 2022-1 (Delaware Secretary of State File No. 7894231, a newly formed entity as of August 3, 2022), and assuming no financing statements covering the Collateral have been filed against QRF 2022-1 between the date of such Search Results and the date of filing of the QRF-Trustee Financing Statement, upon such filing (and upon the establishment of control over the Accounts as described in clause (iii) above), such security interest will be a first-priority perfected security interest in the Collateral, subject to the qualifications and limitations set forth in Section 4 below.

3.4 Opinion 4 — Proceeds

(i) To the extent the security interests described in Opinions 1 through 3 above are perfected as set forth therein, the applicable secured party will also have a valid and perfected security interest in all identifiable proceeds (as defined in UCC § 9-102(a)(64)) of the Collateral, including cash proceeds, pursuant to UCC § 9-315(a)(2) (providing that a security interest attaches to any identifiable proceeds of collateral) and UCC § 9-315(c) and (d) (providing for the continuation of perfection in proceeds).

(ii) We note that under UCC § 9-315(d)(2), a security interest in identifiable cash proceeds of collateral in which a security interest is perfected is perfected automatically, without any additional filing or other action, if such cash proceeds are identifiable. To the extent that proceeds of the Collateral consist of non-cash proceeds, a perfected security interest therein will continue for twenty (20) days after the security interest attaches to such proceeds, and will continue beyond such twenty-day period if (A) a filed financing statement covers the original collateral and such proceeds would be covered by such financing statement, (B) the security interest in the original collateral is perfected by a method under Article 9 pursuant to which the security interest in proceeds would also be perfected, or (C) the security interest in such proceeds is otherwise perfected within such twenty-day period. See UCC § 9-315(d).

3.5 Opinion 5 — Continuation and Maintenance of Perfection

(i) We note that, pursuant to UCC § 9-515(a), a filed financing statement is effective for a period of five (5) years after the date of filing. The effectiveness of a financing statement lapses on the expiration of such five-year period unless, before the lapse, a continuation statement is filed pursuant to UCC § 9-515(d) and (e). A continuation statement may be filed only within six (6) months before the expiration of the five-year period and, if timely filed, continues the effectiveness of the initial financing statement for an additional five-year period. See UCC § 9-515(d), (e).

(ii) If the effectiveness of a financing statement lapses as described above, then, pursuant to UCC § 9-515(c), any security interest that was perfected by the filing of such financing statement becomes unperfected, and is deemed never to have been perfected as against a purchaser of the collateral for value, unless the security interest is otherwise perfected at the time of lapse.

(iii) We understand that the Revolving Period under the Transaction Documents is anticipated to be approximately twenty-four (24) months from the Closing Date, and that the Legal Final Maturity Date of the Notes is forty-two (42) months from the Closing Date. Accordingly, assuming the Financing Statements are filed on or about the Closing Date, the initial five-year effectiveness period of the Financing Statements will extend beyond the Legal Final Maturity Date. However, in the event that the maturity of the Notes is extended, or in the event that any Financing Statement must remain effective for a period in excess of five years from its initial filing for any reason (including, without limitation, in connection with any workout, restructuring, or enforcement proceeding), timely UCC-3 continuation statements must be filed with the Delaware Filing Office to maintain the perfection of the applicable security interests.

(iv) We recommend that the Trustee or its designee implement appropriate procedures to monitor the filing expiration dates of each of the Financing Statements and to ensure the timely filing of UCC-3 continuation statements within the six-month window preceding each five-year expiration date, as required by UCC § 9-515(d) and (e).

Section 4: Qualifications and Limitations

The opinions set forth in Section 3 above are subject to the following qualifications and limitations:

4.1 General Qualifications

(a) Jurisdictional Limitation. This Opinion is limited to the laws of the State of Delaware, including Article 9 of the Uniform Commercial Code as adopted and in effect in the State of Delaware (6 Del. C. §§ 9-101 et seq.), and applicable federal law of the United States, in each case as in effect on the date hereof. We express no opinion as to the laws of any other state or jurisdiction, including, without limitation, the laws of any state in which any obligor on any Receivable may be located, the laws of any state in which any insurance policy underlying any Receivable may have been issued, or the laws of any foreign jurisdiction. To the extent that the laws of any jurisdiction other than Delaware may govern the creation, perfection, priority, or enforcement of any security interest in the Collateral, we express no opinion thereon.

(b) Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and similar laws affecting the rights of creditors generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), applicable state fraudulent transfer and fraudulent conveyance statutes (including 6 Del. C. §§ 1301-1311, the Delaware Uniform Fraudulent Transfer Act, or its successor, the Delaware Uniform Voidable Transactions Act), and other applicable debtor-relief laws, and (ii) the possible judicial application of foreign laws or governmental action affecting the rights of creditors.

(c) Equitable Principles. The opinions expressed herein are subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether the enforceability of any Transaction Document is considered in a proceeding at law or in equity.

4.2 UCC-Specific Qualifications

(a) Purchase Money Security Interests. We express no opinion as to the priority of the security interests described herein as against a holder of a purchase money security interest in the Collateral or any portion thereof to the extent such holder is entitled to priority under UCC § 9-324.

(b) Buyers in Ordinary Course. We express no opinion as to the priority of the security interests described herein as against a buyer in the ordinary course of business to the extent such buyer takes free of a security interest under UCC § 9-320(a).

(c) Statutory and Common Law Liens. We express no opinion as to the priority of the security interests described herein as against holders of statutory or common law liens, including, without limitation, federal, state, or local tax liens (whether arising under the Internal Revenue Code of 1986, as amended, or under applicable state or local tax laws), mechanic's liens, materialmen's liens, artisan's liens, or other liens arising by operation of law.

(d) Control-Based Priority. We express no opinion as to the priority of the security interests described herein as against a secured party having "control" (as defined in the applicable provisions of the UCC) of deposit accounts, securities accounts, investment property, letter-of-credit rights, or electronic chattel paper, to the extent such control-based perfection gives rise to priority over filing-based perfection under UCC §§ 9-327 (deposit accounts), 9-328 (investment property), 9-329 (letter-of-credit rights), or 9-330 (chattel paper).

(e) Temporal Limitation of Search Results. Our opinions as to first-priority status of the security interests described herein are based solely upon our review of the Search Results obtained from the Delaware Filing Office as of the date of such Search Results (on or about September 26, 2022) and upon the assumptions set forth in Section 2 above. We have assumed that no financing statements or other perfection events have intervened between the date of the Search Results and the filing of the Financing Statements. We express no opinion as to the existence of any financing statements or other liens that may have been filed or may have arisen after the date of the Search Results or that may not have been reflected in the Search Results due to indexing delays or errors by the Delaware Filing Office.

(f) Scope of Collateral. We express no opinion as to the creation, perfection, or priority of security interests in any property that does not constitute "Collateral" as defined in the Pledge Agreement.

(g) Payment Intangibles. With respect to Receivables that may constitute "payment intangibles" (as defined in UCC § 9-102(a)(61)) rather than "accounts" (as defined in UCC § 9-102(a)(2)), we note that, under UCC § 9-309(3) and (4), a security interest created by the sale of a payment intangible is automatically perfected upon attachment without the need for the filing of a financing statement or any other action. However, if any transfer is recharacterized as a secured financing (rather than a sale), automatic perfection under UCC § 9-309(3) or (4) would not apply, and the filing of a financing statement would be necessary and sufficient for perfection. We have assumed for purposes of this Opinion that, in the event of any recharacterization, the filing of the applicable Financing Statements will be the operative method of perfection.

(h) True Sale Disclaimer. We express no opinion as to whether the transfers of Receivables under the Sale Agreement or the Transfer Agreement constitute "true sales" or absolute transfers of ownership as opposed to secured financings. Such opinion is being addressed in one or more separate opinion letters to be delivered at or prior to the Closing Date.

(i) Future Changes in Law. Our opinions are rendered as of the date hereof and are based upon the law of the State of Delaware and applicable federal law as in effect on the date hereof. We assume no obligation to advise any addressee of changes in law or fact occurring after the date hereof that may affect the opinions expressed herein.

4.3 Limitations on Deposit Account and Securities Account Opinions

(a) Pursuant to UCC § 9-312(b)(1), a security interest in a deposit account as original collateral may be perfected only by "control" as defined in UCC § 9-104. A security interest in a deposit account as original collateral cannot be perfected by the filing of a financing statement. See UCC § 9-312(b)(1); 6 Del. C. § 9-312(b)(1). Accordingly, our opinion that the Trustee will have a perfected security interest in the Accounts to the extent they constitute deposit accounts is based entirely upon our assumption that the Account Control Agreement has been duly executed and delivered and is in full force and effect, and that Calvoneth Trust Company, N.A., in its capacity as depository bank, will perform its obligations thereunder in accordance with the terms thereof.

(b) Similarly, while a security interest in a securities account (or, more precisely, in the security entitlements carried in a securities account) may be perfected by filing under certain circumstances, perfection by "control" under UCC §§ 9-106 and 9-314 is the preferred method and provides superior priority. See UCC § 9-328(1) (a security interest held by a secured party having control of investment property has priority over a security interest held by a secured party that does not have control). Our opinion that the Trustee will have a first-priority perfected security interest in the Accounts to the extent they constitute securities accounts is conditioned upon the establishment and maintenance of "control" as described herein.

(c) The priority of a security interest perfected by control in a deposit account is governed by UCC § 9-327. Under UCC § 9-327(1), a security interest held by a secured party having control of a deposit account has priority over a competing security interest held by a secured party that does not have control. Under UCC § 9-327(3), a security interest held by the depository bank in funds on deposit in a deposit account maintained with that depository bank has priority over a competing security interest held by another secured party, even one with control. We note that Calvoneth Trust Company, N.A. serves as both the depository bank/securities intermediary and the Trustee/Secured Party, and accordingly, any potential priority conflict arising under UCC § 9-327(3) or § 9-328(3) between Calvoneth Trust in its capacity as depository bank/securities intermediary and Calvoneth Trust in its capacity as Trustee is governed by the terms of the Account Control Agreement and applicable law.

(d) If for any reason the Account Control Agreement ceases to be in full force and effect, or if the Securities Intermediary or depository bank fails to comply with its obligations thereunder, perfection of the security interest in the Accounts (to the extent perfection depends upon control) may be lost. We express no opinion as to the consequences of any such loss of control on the perfection or priority of the Trustee's security interest in the Accounts.

4.4 After-Acquired Property

(a) We note that, pursuant to UCC § 9-204(a), a security agreement may create or provide for a security interest in after-acquired collateral. The security interest described in the Pledge Agreement, the Sale Agreement, and the Transfer Agreement attaches to Receivables and related Collateral acquired by the applicable debtor after the date of the applicable Transaction Document, without the need for any additional security agreement, amendment, or other action, provided that the requirements of UCC § 9-203(b) (including the giving of value, the debtor's acquisition of rights in the collateral, and the authentication of a security agreement describing the collateral) continue to be satisfied with respect to such after-acquired collateral.

(b) The foregoing is of particular significance in the context of this transaction given the revolving nature of the receivables pool. During the Revolving Period (anticipated to be approximately twenty-four (24) months), new Receivables will be originated by QPF in the ordinary course of its insurance premium finance business and transferred (through the two-step transfer structure involving QRH as intermediary) to QRF 2022-1. The security interests created under the Transaction Documents will attach to such newly transferred Receivables upon acquisition of rights therein by the applicable debtor, and such security interests will be perfected by the previously filed Financing Statements (to the extent the collateral descriptions in such Financing Statements cover such Receivables), without the need for additional filings.

(c) We note, however, that the automatic attachment of security interests in after-acquired property is subject to applicable bankruptcy law limitations. Under Section 552(a) of the United States Bankruptcy Code (11 U.S.C. § 552(a)), property acquired by a debtor's estate after the commencement of a bankruptcy case is generally not subject to a security interest arising from a pre-petition security agreement, except to the extent that Section 552(b) provides an exception for proceeds, products, offspring, or profits of pre-petition collateral. The potential application of Section 552 of the Bankruptcy Code is beyond the scope of this Opinion.

4.5 Limitations on Scope

(a) We have not examined any of the individual Receivables, the related insurance premium finance agreements, promissory notes, or other instruments of obligation executed by the obligors on the Receivables, or the related insurance policies, and we express no opinion as to the enforceability, validity, binding effect, or collectability of any individual Receivable or any obligation of any individual obligor.

(b) We express no opinion as to the compliance of any Receivable or any related insurance premium finance agreement with applicable usury laws, licensing requirements, consumer protection statutes (including, without limitation, the federal Truth in Lending Act, the Equal Credit Opportunity Act, or analogous state statutes), insurance regulatory requirements, or any other regulatory requirements applicable to the origination, servicing, or collection of insurance premium finance receivables. We note that QPF has represented in the Transaction Documents that the Eligible Receivables comply in all material respects with applicable laws; we have not independently verified such representations.

(c) We express no opinion on any matters of tax law (including the characterization of the Notes or the Issuer for federal or state income tax purposes), intellectual property law, environmental law, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Investment Company Act of 1940, as amended, or securities law (including whether the Notes constitute "securities" under federal or state securities laws or whether any exemption from registration is available), except as may be expressly stated herein.

(d) We express no opinion as to the effect of the law of any jurisdiction other than the State of Delaware on the matters addressed in this Opinion, including, without limitation, the effect of UCC Article 9 as adopted in any other State.

Section 5: Reliance and Other Matters

This Opinion is rendered solely for the benefit of the addressees hereof — Calvoneth Trust Company, National Association, as Indenture Trustee, Quorum Receivables Funding 2022-1 LLC, as Issuer, and Ridgeline Capital Markets LLC, as Initial Purchaser — and their respective successors and assigns under the Transaction Documents, and may not be relied upon by any other person or entity without our prior written consent. Without limiting the generality of the foregoing, no holder of Notes may rely upon this Opinion unless such holder is a successor or assign of an addressee under the applicable Transaction Documents.

This Opinion is given as of the date hereof, and we assume no obligation to update or supplement this Opinion for events occurring, information coming to our attention, or changes in law (including changes in the UCC as adopted in Delaware) occurring or taking effect after the date hereof. Each addressee should be aware that changes in fact or law after the date hereof may affect the continued validity of the opinions expressed herein.

This Opinion is being provided in connection with the proposed issuance by QRF 2022-1 of the Class A Notes (preliminary CUSIP: 74892TAA3), the Class B Notes (preliminary CUSIP: 74892TAB1), and the Class C Notes (preliminary CUSIP: 74892TAC9), and may not be relied upon in connection with any other transaction or issuance.

This is a draft opinion letter and is being circulated for discussion purposes only. It is not to be relied upon by any person or entity. The final opinion will be delivered at the closing of the transactions contemplated by the Transaction Documents, will be dated as of the Closing Date, and will supersede this draft in its entirety. All opinions expressed herein are preliminary and are subject to revision and modification upon (i) review of executed (rather than execution draft) versions of the Transaction Documents, (ii) updated UCC lien searches from the Delaware Filing Office as of a date proximate to the Closing Date, (iii) receipt and review of all closing certificates, officer's certificates, and other documents and instruments delivered at closing, and (iv) any changes in applicable law occurring prior to the Closing Date.

This Opinion is governed by and shall be construed in accordance with the laws of the State of New York (insofar as this letter constitutes a contractual undertaking between this firm and the addressees) and the laws of the State of Delaware (insofar as this letter addresses UCC matters governed by Delaware law). In the event of any conflict, the laws of the applicable State as identified in the body of this Opinion shall control with respect to the subject matter of such opinion.

We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion herein concerning, any law other than the laws of the State of New York, the laws of the State of Delaware (including the Uniform Commercial Code as adopted therein), and applicable federal law of the United States.

[Remainder of page intentionally left blank. Signature page follows.]

[DRAFT — NOT FOR EXECUTION]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Douglas Carmichael

Title: Partner

[Draft — Unsigned]

Drafted by: Yuki Nakamura, Associate; Carlos Espinoza, Associate Reviewed by: Douglas Carmichael, Partner (Responsible Partner) Internal Reference: C&H Matter No. 1025-00007

EXHIBIT A

FORM OF UCC-1 FINANCING STATEMENTS

The following is a summary description of the three draft UCC-1 financing statements reviewed in connection with this Opinion. Complete copies of each draft financing statement are on file with this firm and will be attached to the final opinion delivered at closing.

1. QPF-QRH Financing Statement

2. QRH-QRF Financing Statement

3. QRF-Trustee Financing Statement

Note: The collateral descriptions set forth above are summaries based on the draft financing statements reviewed. The actual collateral descriptions may be revised prior to closing to conform to the executed versions of the Transaction Documents.

EXHIBIT B

DESCRIPTION OF UCC LIEN SEARCH RESULTS

Set forth below is a summary of the UCC lien search results obtained from the Office of the Secretary of State of the State of Delaware with respect to each of Quorum Premium Finance LLC, Quorum Receivables Holding LLC, and Quorum Receivables Funding 2022-1 LLC. All searches were conducted using the exact legal name of each entity as set forth in its Certificate of Formation filed with the Delaware Secretary of State.

1. Quorum Premium Finance LLC

Results: The search revealed the following financing statement(s) on file against Quorum Premium Finance LLC:

(a) UCC-1 Filing No. 2020-4817293, filed October 14, 2020, naming Quorum Premium Finance LLC as Debtor and Pinnacle National Bank, N.A. as Secured Party. Collateral description: "All assets of the Debtor, including but not limited to accounts, chattel paper, general intangibles, inventory, equipment, and proceeds thereof." This filing appears to relate to a revolving warehouse credit facility between QPF and Pinnacle National Bank, N.A.

Note: This existing filing covers a broad category of collateral that may overlap with the Receivables and other collateral to be covered by the QPF-QRH Financing Statement. This filing must be addressed and resolved prior to closing. We understand from discussions with counsel to QPF that (i) the Pinnacle warehouse facility is being refinanced and/or terminated in connection with the closing of the transactions contemplated by the Transaction Documents, and (ii) a UCC-3 termination statement will be filed by Pinnacle National Bank, N.A. prior to or contemporaneously with the filing of the QPF-QRH Financing Statement. We will require confirmation of the filing of such termination statement (or, alternatively, an amendment limiting the collateral description to exclude the Receivables and related collateral covered by the Transaction Documents) prior to the delivery of the final opinion at closing.

(b) UCC-1 Filing No. 2021-6293481, filed March 8, 2021, naming Quorum Premium Finance LLC as Debtor and Beaumont Industries as Secured Party. Collateral description: "One (1) Xeroxx AltaLink C8155 Color Multifunction Printer, S/N XRX8155-22847." This filing relates to a specific item of equipment and does not cover the Receivables or any other component of the Collateral. No action is required with respect to this filing.

Conclusion: Subject to the filing of a UCC-3 termination statement by Pinnacle National Bank, N.A. with respect to Filing No. 2020-4817293 (or an appropriate amendment thereto), the QPF-QRH Financing Statement, upon filing, would be the first-in-time financing statement covering the Receivables and related collateral.

2. Quorum Receivables Holding LLC

Results: No financing statements were found on file against Quorum Receivables Holding LLC as of the date and time of the search. QRH is a newly formed special purpose entity, organized on August 3, 2022, solely for the purpose of participating in the transactions contemplated by the Transaction Documents.

Conclusion: Upon the filing of the QRH-QRF Financing Statement, such financing statement would be the first-in-time financing statement on file against QRH with the Delaware Filing Office.

3. Quorum Receivables Funding 2022-1 LLC

Results: No financing statements were found on file against Quorum Receivables Funding 2022-1 LLC as of the date and time of the search. QRF 2022-1 is a newly formed special purpose entity, organized on August 3, 2022, solely for the purpose of issuing the Notes and participating in the transactions contemplated by the Transaction Documents.

Conclusion: Upon the filing of the QRF-Trustee Financing Statement, such financing statement would be the first-in-time financing statement on file against QRF 2022-1 with the Delaware Filing Office.

Note: The foregoing search results are based on searches conducted on or about September 26, 2022. Updated UCC lien searches will be obtained as of a date proximate to the Closing Date. The final opinion will be based upon updated search results and will address any financing statements filed or other perfection events occurring between the date of the searches described above and the Closing Date. The reliability of UCC search results is dependent upon the accuracy and completeness of the filing office's records and indexing systems; we assume no responsibility for errors or omissions in such records.

[END OF EXHIBIT B]

Field	Information
Debtor	Quorum Premium Finance LLC
Debtor Type	Delaware Limited Liability Company
Debtor EIN	84-2653198
Debtor Mailing Address	c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Secured Party	Quorum Receivables Holding LLC
Secured Party Mailing Address	c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Filing Jurisdiction	Office of the Secretary of State, State of Delaware
Collateral Description	All of the Debtor's right, title, and interest, whether now existing or hereafter arising, in, to, and under: (a) all insurance premium finance receivables originated by the Debtor, including all rights to payment thereunder; (b) all collections and other amounts received on or with respect to such receivables; (c) all related security, including rights to unearned premium refunds, security interests in insurance policies, and related contract rights; (d) all accounts, deposit accounts, and securities accounts in which such collections are deposited or held; and (e) all proceeds (including cash proceeds and insurance proceeds) of any and all of the foregoing.
Field	Information
Debtor	Quorum Receivables Holding LLC
Debtor Type	Delaware Limited Liability Company
Debtor EIN	88-1247619
Debtor Mailing Address	c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Secured Party	Quorum Receivables Funding 2022-1 LLC
Secured Party Mailing Address	c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Filing Jurisdiction	Office of the Secretary of State, State of Delaware
Collateral Description	All of the Debtor's right, title, and interest, whether now existing or hereafter arising, in, to, and under: (a) all insurance premium finance receiva

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR RELIANCE
CALDERWOOD & HARKNESS LLP Attorneys at Law
601 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
October 8, 2022
Matter No. 1025-00007
Calvoneth Trust Company, National Association, as Indenture Trustee 600 Travis Street, Suite 5800 Houston, Texas 77002
Attention: Gerald K. Fontaine, Senior Trust Officer
Quorum Receivables Funding 2022-1 LLC, as Issuer c/o Quorum Insurance Holdings Corp. 400 Atlantic Street, Suite 2200 Stamford, Connecticut 06901
Ridgeline Capital Markets LLC, as Initial Purchaser 383 Madison Avenue, 14th Floor New York, New York 10179
Attention: Julian Weatherstone, Head of ABS Origination
Re: Draft Opinion Regarding Perfection and Priority of Security Interests Under Article 9 of the Uniform Commercial Code — Quorum Receivables Funding 2022-1 LLC $500,000,000 Asset-Backed Notes
Ladies and Gentlemen:
We have acted as counsel to Quorum Insurance Holdings Corp., a Delaware corporation ("QIH"), Quorum Premium Finance LLC, a Delaware limited liability company ("QPF"), Quorum Receivables Holding LLC, a Delaware limited liability company ("QRH"), and Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company ("QRF 2022-1" or the "Issuer"), in connection with the proposed issuance by the Issuer of $500,000,000 aggregate principal amount of asset-backed notes (the "Notes"), consisting of: (i) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (the "Class A Notes"), (ii) $75,000,000 aggregate principal amount of Class B Floating Rate Asset-Backed Notes (the "Class B Notes"), and (iii) $35,000,000 aggregate principal amount of Class C Fixed Rate Asset-Backed Notes (the "Class C Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"). The remaining $15,000,000 in credit enhancement consists of overcollateralization. The Notes are secured by, and payable from, a revolving pool of insurance premium finance receivables originated by QPF in the ordinary course of its business, together with related security, collections, accounts, and proceeds thereof, all as more particularly described herein and in the Transaction Documents (as defined below).
This opinion letter (this "Opinion") is being delivered pursuant to the requirements of (i) the Indenture (as defined below) between QRF 2022-1 and Calvoneth Trust Company, National Association ("Calvoneth Trust" or the "Trustee"), (ii) the Note Purchase Agreement (as defined below) among QRF 2022-1, QIH, and Ridgeline Capital Markets LLC (the "Initial Purchaser"), and (iii) the conditions precedent to the closing of the transactions contemplated thereby. This Opinion addresses the creation, perfection, and first-priority status of certain security interests granted under the Transaction Documents in connection with the issuance of the Notes, as more fully set forth below.
THIS OPINION IS A DRAFT FOR DISCUSSION PURPOSES ONLY AND IS NOT TO BE RELIED UPON. The final opinion will be delivered at the closing of the transactions contemplated by the Transaction Documents and will be dated as of the closing date. All opinions expressed herein are preliminary and are subject to revision upon review of executed (rather than execution draft) versions of the Transaction Documents, updated UCC lien searches as of a date proximate to closing, and any changes in applicable law occurring prior to closing.
Section 1: Defined Terms and Documents Examined
1.1 Transaction Documents Reviewed
In rendering the opinions set forth herein, we have examined executed drafts or execution draft copies, as applicable, of each of the following documents (collectively, the "Transaction Documents"):
1.  Receivables Sale Agreement (execution draft v3, dated as of the Closing Date) (the "Sale Agreement"), by and between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser, pursuant to which QPF has agreed to sell, transfer, assign, and convey to QRH, on a revolving basis, all of QPF's right, title, and interest in, to, and under the Receivables and related rights, subject to the terms and conditions set forth therein;
2.  Receivables Transfer Agreement (execution draft v3, dated as of the Closing Date) (the "Transfer Agreement"), by and between Quorum Receivables Holding LLC, as Transferor, and Quorum Receivables Funding 2022-1 LLC, as Transferee, pursuant to which QRH has agreed to transfer, assign, and convey (or, if such transfer is recharacterized as a contribution, to contribute) to QRF 2022-1 all of QRH's right, title, and interest in, to, and under the Receivables and related rights acquired by QRH under the Sale Agreement, subject to the terms and conditions set forth therein;
3.  Grant of Security Interest (Pledge Agreement) (execution draft v2, dated as of the Closing Date) (the "Pledge Agreement"), by and between Quorum Receivables Funding 2022-1 LLC, as Debtor and Pledgor, and Calvoneth Trust Company, National Association, as Trustee and Secured Party, pursuant to which QRF 2022-1 has agreed to grant to the Trustee, for the benefit of the holders of the Notes, a first-priority security interest in and lien on all of QRF 2022-1's right, title, and interest in, to, and under the Collateral (as defined therein and below);
4.  Indenture (execution draft v4, dated as of the Closing Date) (the "Indenture"), by and between Quorum Receivables Funding 2022-1 LLC, as Issuer, and Calvoneth Trust Company, National Association, as Trustee, pursuant to which the Notes are being issued and which sets forth the terms and conditions governing the Notes, including the payment waterfall, events of default, remedies of the Trustee and the Noteholders, and other matters customary for asset-backed securities transactions of this nature;
5.  Account Control Agreement (execution draft v2, dated as of the Closing Date) (the "Account Control Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as account holder, Calvoneth Trust Company, National Association, in its capacity as Securities Intermediary and depository bank, and Calvoneth Trust Company, National Association, in its capacity as Trustee and Secured Party, pursuant to which the Securities Intermediary has agreed to maintain certain securities accounts and deposit accounts for the benefit of QRF 2022-1 and to comply with entitlement orders and instructions originated by the Trustee with respect thereto, without further consent of QRF 2022-1, all as more particularly set forth therein; and
6.  Servicing Agreement (execution draft v3, dated as of the Closing Date) (the "Servicing Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as Owner, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee, pursuant to which QPF, as Servicer, has agreed to service, administer, and make collections on the Receivables in accordance with the terms and conditions set forth therein and in the Indenture.
We have also examined or reviewed drafts of the Note Purchase Agreement (execution draft v2, dated as of the Closing Date) (the "Note Purchase Agreement"), by and among Quorum Receivables Funding 2022-1 LLC, as Issuer, Quorum Insurance Holdings Corp., as Sponsor, and Ridgeline Capital Markets LLC, as Initial Purchaser, pursuant to which the Initial Purchaser has agreed to purchase the Notes on the terms and conditions set forth therein.
As used herein, the "Closing Date" means the date on which the issuance and sale of the Notes is consummated.
1.2 UCC Financing Statements Reviewed
We have reviewed execution draft copies of each of the following UCC-1 financing statements (collectively, the "Financing Statements"), each of which is to be filed with the Office of the Secretary of State of the State of Delaware (the "Delaware Filing Office") on or prior to the Closing Date:
1.  UCC-1 Financing Statement naming Quorum Premium Finance LLC as Debtor and Quorum Receivables Holding LLC as Secured Party, to be filed with the Delaware Filing Office (the "QPF-QRH Financing Statement");
2.  UCC-1 Financing Statement naming Quorum Receivables Holding LLC as Debtor and Quorum Receivables Funding 2022-1 LLC as Secured Party, to be filed with the Delaware Filing Office (the "QRH-QRF Financing Statement");
3.  UCC-1 Financing Statement naming Quorum Receivables Funding 2022-1 LLC as Debtor and Calvoneth Trust Company, National Association as Secured Party, to be filed with the Delaware Filing Office (the "QRF-Trustee Financing Statement"); and
4.  The QPF-QRH Financing Statement, the QRH-QRF Financing Statement, and the QRF-Trustee Financing Statement are referred to herein collectively as the "Financing Statements."
Copies of each of the Financing Statements in the form reviewed by us are attached hereto as Exhibit A.
1.3 Other Documents and Records Examined
In addition to the Transaction Documents and the Financing Statements, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, records, certificates, and instruments:
(a) Certificate of Formation of Quorum Receivables Funding 2022-1 LLC, as filed with the Secretary of State of the State of Delaware on August 3, 2022, assigned Delaware Secretary of State File No. 7894231;
(b) the Limited Liability Company Agreement of Quorum Receivables Funding 2022-1 LLC, dated as of August 3, 2022, as amended and in effect on the date hereof;
(c) Certificate of Formation of Quorum Receivables Holding LLC, as filed with the Secretary of State of the State of Delaware on August 3, 2022, assigned Delaware Secretary of State File No. 7894228;
(d) the Limited Liability Company Agreement of Quorum Receivables Holding LLC, dated as of August 3, 2022, as amended and in effect on the date hereof;
(e) organizational documents of Quorum Premium Finance LLC, a limited liability company organized under the laws of the State of Delaware (Employer Identification Number 84-2653198), including its Certificate of Formation and Limited Liability Company Agreement, as amended and in effect on the date hereof;
(f) Secretary's Certificate of Quorum Insurance Holdings Corp., dated July 27, 2022, certifying, among other things, board resolutions authorizing the transactions contemplated by the Transaction Documents and the incumbency and specimen signatures of the officers authorized to execute and deliver the Transaction Documents on behalf of QIH;
(g) Manager's Certificate of Quorum Premium Finance LLC, dated July 27, 2022, certifying, among other things, the resolutions of the managing member or managers of QPF authorizing the transactions contemplated by the Transaction Documents and the incumbency and specimen signatures of the persons authorized to execute and deliver the Transaction Documents on behalf of QPF;
(h) Certificates of Good Standing (or certificates of status) for each of QPF, QRH, and QRF 2022-1, issued by the Secretary of State of the State of Delaware, each dated on or about the date hereof;
(i) UCC lien search results obtained from the Delaware Secretary of State with respect to each of Quorum Premium Finance LLC, Quorum Receivables Holding LLC, and Quorum Receivables Funding 2022-1 LLC, in each case using the exact legal name of such entity as set forth in its Certificate of Formation (such searches dated on or about September 26, 2022) (collectively, the "Search Results"), a summary of which is attached hereto as Exhibit B; and
(j) such other documents, records, certificates, instruments, and agreements, and such matters of law, as we have considered necessary or appropriate for purposes of rendering the opinions set forth herein.
1.4 Key Defined Terms
For purposes of this Opinion, in addition to the terms defined elsewhere herein, the following terms shall have the meanings set forth below:
"Accounts" means all deposit accounts and securities accounts established pursuant to the Indenture and the Account Control Agreement, maintained at Calvoneth Trust Company, National Association in its capacity as Securities Intermediary, including, without limitation, the Collection Account, the Payment Account, the Reserve Account, and the Liquidity Reserve Account (each as defined in the Indenture).
"Collateral" has the meaning assigned to such term in the Pledge Agreement, and includes, without limitation, all Receivables, Collections, Accounts (including the Collection Account, Payment Account, Reserve Account, and Liquidity Reserve Account), Related Security, and all proceeds (including insurance proceeds) of any and all of the foregoing.
"Collections" means all cash collections, payments, principal and interest payments, late fees, prepayment charges, recoveries, and other amounts received on or with respect to the Receivables, including amounts received from obligors, guarantors, insurers, and any other sources.
"Eligible Receivables" means Receivables that satisfy all eligibility criteria as defined in the Sale Agreement, including, without limitation, Receivables that: (i) have been originated by QPF in the ordinary course of its insurance premium finance business; (ii) are denominated and payable in United States dollars; (iii) are secured by unearned premium refund rights under the related insurance policies; (iv) have an original term not exceeding twelve (12) months; (v) are owed by an obligor that is a United States commercial policyholder; (vi) are not in default, with no scheduled payment more than sixty (60) days past due as of the applicable cut-off date; and (vii) comply in all material respects with all applicable usury, licensing, and other regulatory requirements.
"Receivables" means insurance premium finance receivables originated by QPF in the ordinary course of its insurance premium finance business, representing the right to receive scheduled payments of principal, interest, and fees from commercial insurance policyholders in respect of the financed insurance premiums.
"Related Security" means, with respect to any Receivable, (i) all rights of QPF (or its assignee) to unearned premium refund payments from the applicable insurance carrier or carriers, (ii) all security interests in or liens on the related insurance policies (including cancellation rights), (iii) all related contract rights, guarantees, indemnities, and insurance, and (iv) all books, records, and files relating to the foregoing.
"UCC" means the Uniform Commercial Code as in effect in the State of Delaware, including Article 9 thereof as adopted in Delaware (6 Del. C. §§ 9-101 et seq.), or, where the context so requires, the Uniform Commercial Code as in effect in any other relevant State.
Section 2: Assumptions
The opinions set forth herein are based upon and subject to the following assumptions, each of which we have assumed to be true and correct without independent investigation or verification:
2.1 General Assumptions
(a) Each of the Transaction Documents has been, or prior to the Closing Date will be, duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each party thereto, and has been, or prior to the Closing Date will be, duly executed and delivered by each party thereto.
(b) Each of the Transaction Documents constitutes, or upon due execution and delivery will constitute, the legal, valid, and binding obligation of each party thereto, enforceable against each such party in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and similar laws affecting the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c) Each entity identified herein as a Delaware limited liability company has been validly formed and is in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party.
(d) All factual matters and statements of fact represented in any officer's certificate, manager's certificate, secretary's certificate, closing certificate, or representation and warranty contained in any Transaction Document or delivered in connection therewith are true, correct, and complete in all material respects.
(e) All individuals who have executed or who will execute the Transaction Documents on behalf of any party thereto have been duly authorized to do so and their signatures are genuine.
(f) All copies of documents furnished to us are complete and conform to the originals thereof, and all originals are authentic.
2.2 UCC-Specific Assumptions
(a) Each of QPF, QRH, and QRF 2022-1 is a "registered organization" that is organized under the laws of the State of Delaware within the meaning of UCC § 9-102(a)(71). Accordingly, pursuant to UCC § 9-301(1), the local law of the State of Delaware — the jurisdiction under whose law each such entity is organized — governs perfection, the effect of perfection or non-perfection, and the priority of security interests in the Collateral (other than as provided in UCC §§ 9-303 through 9-306, none of which are applicable to the Collateral).
(b) QPF's "location" for purposes of UCC § 9-307 is the State of Delaware, as QPF is a registered organization organized under Delaware law and its location is therefore deemed to be Delaware pursuant to UCC § 9-307(e).
(c) QRH's "location" for purposes of UCC § 9-307 is the State of Delaware, as QRH is a registered organization organized under Delaware law and its location is therefore deemed to be Delaware pursuant to UCC § 9-307(e).
(d) QRF 2022-1's "location" for purposes of UCC § 9-307 is the State of Delaware, as QRF 2022-1 is a registered organization organized under Delaware law and its location is therefore deemed to be Delaware pursuant to UCC § 9-307(e).
(e) Each of the Financing Statements accurately sets forth (i) the name of the debtor (as such name appears on the applicable debtor's Certificate of Formation filed with the Delaware Secretary of State, thereby satisfying the requirements of UCC § 9-503(a)(1)), (ii) the name and mailing address of the applicable secured party, and (iii) an indication of the collateral covered by such Financing Statement that reasonably identifies the collateral within the meaning of UCC § 9-504, in each case in a manner that satisfies the requirements of UCC §§ 9-502, 9-503, and 9-504.
(f) No UCC-1 financing statements covering the Collateral or any portion thereof have been filed (or will be filed prior to the filing of the Financing Statements described herein) by or against QPF, QRH, or QRF 2022-1 in any filing office, other than financing statements filed or to be filed in connection with the transactions contemplated by the Transaction Documents.
(g) The UCC lien search results obtained from the Delaware Filing Office and described in Exhibit B hereto are accurate and complete and reflect all financing statements on file with respect to each of QPF, QRH, and QRF 2022-1 as of the date and time of each such search. No financing statements have been filed against any such entity since the date of such searches, other than as contemplated by the Transaction Documents.
(h) The Receivables constitute either "accounts" within the meaning of UCC § 9-102(a)(2) (as rights to payment for services rendered or to be rendered, which are not evidenced by an instrument or chattel paper) or "payment intangibles" within the meaning of UCC § 9-102(a)(61) (as general intangibles under which the account debtor's principal obligation is a monetary obligation). In either case, perfection of a security interest therein may be achieved by the filing of a financing statement.
(i) All necessary "value" has been given by each applicable secured party or purchaser within the meaning of UCC § 1-204, and the debtor in each case has "rights in the collateral" (or the power to transfer rights in the collateral to the secured party) within the meaning of UCC § 9-203(b)(2), such that all security interests covered by this Opinion have "attached" within the meaning of UCC § 9-203.
(j) Each applicable security agreement or other Transaction Document containing a grant of a security interest adequately describes the collateral within the meaning of UCC § 9-203(b)(3)(A) and has been authenticated by the debtor.
2.3 Assumptions Regarding Account Control
(a) The Account Control Agreement will be in full force and effect on and as of the Closing Date and will have been duly executed and delivered by all parties thereto, including Quorum Receivables Funding 2022-1 LLC, as account holder, Calvoneth Trust Company, National Association, in its capacity as Securities Intermediary and depository bank, and Calvoneth Trust Company, National Association, in its capacity as Trustee and Secured Party.
(b) With respect to the securities accounts maintained at Calvoneth Trust Company, N.A. as Securities Intermediary, such Securities Intermediary will have agreed, pursuant to the Account Control Agreement, to comply with entitlement orders originated by the Trustee (i.e., Calvoneth Trust Company, N.A., acting in its capacity as Trustee under the Indenture) with respect to such securities accounts without further consent by QRF 2022-1, the entitlement holder, thereby establishing "control" of such securities accounts within the meaning of UCC § 8-106(d)(2) and UCC § 9-106(a).
(c) With respect to the deposit accounts maintained at Calvoneth Trust Company, N.A. as depository bank, such depository bank will have agreed, pursuant to the Account Control Agreement, to follow the instructions of the Trustee (secured party) directing the disposition of funds in such deposit accounts without further consent by QRF 2022-1, the customer, thereby establishing "control" of such deposit accounts within the meaning of UCC § 9-104(a)(2).
(d) We note that the Trustee and the Securities Intermediary/depository bank are the same legal entity (Calvoneth Trust Company, N.A.) acting in different capacities. We have assumed that Calvoneth Trust Company, N.A. has the legal authority under its charter, applicable banking regulations, and applicable fiduciary standards to act simultaneously in these multiple capacities without conflict.
2.4 True Sale / Back-Up Security Interest Assumptions
(a) This Opinion addresses the creation, perfection, and priority of security interests under UCC Article 9. This Opinion does not address whether the transfers of Receivables under the Sale Agreement (from QPF to QRH) or under the Transfer Agreement (from QRH to QRF 2022-1) constitute "true sales" or absolute transfers of ownership as opposed to secured financings. A separate opinion letter addressing true sale issues is being provided by this firm or by other counsel engaged for such purpose.
(b) Each of the Sale Agreement and the Transfer Agreement includes, among other provisions, a grant of a "back-up security interest" in favor of the applicable purchaser or transferee (i.e., QRH and QRF 2022-1, respectively) in and to the Receivables and related rights, which security interest is intended to take effect in the event that any court of competent jurisdiction, in any bankruptcy, insolvency, or other proceeding, determines or recharacterizes the transfer as a secured financing rather than a true sale. This Opinion covers the perfection of such back-up security interests as more fully set forth in Section 3 below.
(c) In rendering the opinions set forth herein regarding back-up security interests, we have assumed that the applicable court applying recharacterization analysis would treat the debtor identified in each Financing Statement as the owner of the Receivables and the secured party identified therein as holding a security interest therein, rather than as the owner thereof by reason of a true sale.
Section 3: Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 4 below, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that:
3.1 Opinion 1 — QPF to QRH (Sale Agreement / Back-Up Security Interest)
Assuming that (a) the transfer of Receivables from QPF to QRH under the Sale Agreement is recharacterized by a court of competent jurisdiction as a secured financing rather than a true sale (or, in the alternative, is determined not to constitute a true sale for any reason), and (b) the QPF-QRH Financing Statement has been duly filed with the Delaware Filing Office and has been accepted for filing and indexed by such office in the name of the debtor (Quorum Premium Finance LLC), then:
(i) The back-up security interest granted by QPF, as Debtor, to QRH, as Secured Party, under Section [__] of the Sale Agreement in and to all of QPF's right, title, and interest in, to, and under the Receivables, Collections, Related Security, and all proceeds thereof will constitute a valid and perfected security interest under UCC Article 9 as in effect in the State of Delaware.
(ii) The Receivables constitute "accounts" within the meaning of UCC § 9-102(a)(2), or, to the extent any particular Receivable may constitute a "payment intangible" within the meaning of UCC § 9-102(a)(61), the filing of a UCC-1 financing statement is a permissible method of perfection in either case. Perfection of a security interest in accounts and payment intangibles is accomplished by the filing of a financing statement in the office of the appropriate filing office in the State in which the debtor is "located" (as determined under UCC § 9-307). Because QPF is a registered organization organized under the laws of the State of Delaware, QPF is located in Delaware for purposes of UCC § 9-307(e), and the appropriate filing office is the Delaware Filing Office, pursuant to 6 Del. C. § 9-501(a)(2).
(iii) Based upon our review of the Search Results as of the date thereof, and assuming no financing statements covering the Receivables have been filed against QPF between the date of such Search Results and the date of filing of the QPF-QRH Financing Statement, upon such filing, such security interest will be a first-priority perfected security interest in the Receivables and related Collateral described therein, subject to the qualifications and limitations set forth in Section 4 below.
3.2 Opinion 2 — QRH to QRF 2022-1 (Transfer Agreement / Back-Up Security Interest)
Assuming that (a) the transfer of Receivables from QRH to QRF 2022-1 under the Transfer Agreement is recharacterized by a court of competent jurisdiction as a secured financing (or contribution recharacterized as a secured financing) rather than a true sale or absolute transfer, and (b) the QRH-QRF Financing Statement has been duly filed with the Delaware Filing Office and has been accepted for filing and indexed by such office in the name of the debtor (Quorum Receivables Holding LLC), then:
(i) The back-up security interest granted by QRH, as Debtor, to QRF 2022-1, as Secured Party, under Section [__] of the Transfer Agreement in and to all of QRH's right, title, and interest in, to, and under the Receivables, Collections, Related Security, and all proceeds thereof will constitute a valid and perfected security interest under UCC Article 9 as in effect in the State of Delaware.
(ii) As with Opinion 1 above, the Receivables constitute "accounts" or "payment intangibles" under the UCC, and perfection of a security interest therein may be accomplished by the filing of a financing statement. Because QRH is a registered organization organized under the laws of the State of Delaware, QRH is located in Delaware for purposes of UCC § 9-307(e), and the appropriate filing office is the Delaware Filing Office.
(iii) Based upon our review of the Search Results as of the date thereof, which reflect no financing statements on file against QRH (Delaware Secretary of State File No. 7894228, a newly formed entity as of August 3, 2022), and assuming no financing statements covering the Receivables have been filed against QRH between the date of such Search Results and the date of filing of the QRH-QRF Financing Statement, upon such filing, such security interest will be a first-priority perfected security interest in the Receivables and related Collateral described therein, subject to the qualifications and limitations set forth in Section 4 below.
3.3 Opinion 3 — QRF 2022-1 to Calvoneth Trust (Pledge Agreement / Indenture)
Upon the filing of the QRF-Trustee Financing Statement with the Delaware Filing Office and the acceptance for filing and indexing of such Financing Statement by such office in the name of the debtor (Quorum Receivables Funding 2022-1 LLC):
(i) The security interest granted by QRF 2022-1, as Debtor and Pledgor, to Calvoneth Trust Company, N.A., as Trustee and Secured Party, under the Pledge Agreement and the Indenture, in and to all of QRF 2022-1's right, title, and interest in, to, and under the Collateral — including, without limitation, the Receivables, Collections, Related Security, the Accounts, and all proceeds of any and all of the foregoing — will constitute a valid and perfected security interest under UCC Article 9 as in effect in the State of Delaware, to the extent that perfection may be achieved by the filing of a financing statement.
(ii) We note that for certain components of the Collateral — specifically, the Accounts, which include both deposit accounts and securities accounts maintained at Calvoneth Trust Company, N.A. as Securities Intermediary and depository bank — perfection of a security interest therein as original collateral cannot be achieved solely by the filing of a financing statement. Pursuant to UCC § 9-312(b)(1), a security interest in a deposit account may be perfected only by control. Similarly, while a security interest in a securities account (or in security entitlements or securities held therein) may be perfected by filing in certain circumstances, perfection by control pursuant to UCC §§ 9-314 and 9-106 is the preferred and superior method. The filing of a financing statement does not, by itself, perfect a security interest in a deposit account as original collateral. See UCC § 9-312(b)(1); 6 Del. C. § 9-312(b)(1).
(iii) Assuming that the Account Control Agreement has been duly executed and delivered by all parties thereto and is in full force and effect, and that Calvoneth Trust Company, N.A., in its capacity as Securities Intermediary, has agreed to comply with entitlement orders originated by the Trustee (i.e., Calvoneth Trust Company, N.A. in its Trustee capacity) without further consent of QRF 2022-1, the entitlement holder, thereby satisfying the requirements of UCC § 8-106(d)(2) and UCC § 9-106(a), and further assuming that Calvoneth Trust Company, N.A., in its capacity as depository bank, has agreed to follow the instructions of the Trustee (secured party) directing the disposition of funds in the deposit accounts without further consent of QRF 2022-1, the customer, thereby satisfying the requirements of UCC § 9-104(a)(2), the Trustee will have "control" over such Accounts within the meaning of UCC §§ 9-104 and 9-106, and will have a valid and perfected security interest therein under UCC §§ 9-312(b)(1) and 9-314.
(iv) Based upon our review of the Search Results as of the date thereof, which reflect no financing statements on file against QRF 2022-1 (Delaware Secretary of State File No. 7894231, a newly formed entity as of August 3, 2022), and assuming no financing statements covering the Collateral have been filed against QRF 2022-1 between the date of such Search Results and the date of filing of the QRF-Trustee Financing Statement, upon such filing (and upon the establishment of control over the Accounts as described in clause (iii) above), such security interest will be a first-priority perfected security interest in the Collateral, subject to the qualifications and limitations set forth in Section 4 below.
3.4 Opinion 4 — Proceeds
(i) To the extent the security interests described in Opinions 1 through 3 above are perfected as set forth therein, the applicable secured party will also have a valid and perfected security interest in all identifiable proceeds (as defined in UCC § 9-102(a)(64)) of the Collateral, including cash proceeds, pursuant to UCC § 9-315(a)(2) (providing that a security interest attaches to any identifiable proceeds of collateral) and UCC § 9-315(c) and (d) (providing for the continuation of perfection in proceeds).
(ii) We note that under UCC § 9-315(d)(2), a security interest in identifiable cash proceeds of collateral in which a security interest is perfected is perfected automatically, without any additional filing or other action, if such cash proceeds are identifiable. To the extent that proceeds of the Collateral consist of non-cash proceeds, a perfected security interest therein will continue for twenty (20) days after the security interest attaches to such proceeds, and will continue beyond such twenty-day period if (A) a filed financing statement covers the original collateral and such proceeds would be covered by such financing statement, (B) the security interest in the original collateral is perfected by a method under Article 9 pursuant to which the security interest in proceeds would also be perfected, or (C) the security interest in such proceeds is otherwise perfected within such twenty-day period. See UCC § 9-315(d).
3.5 Opinion 5 — Continuation and Maintenance of Perfection
(i) We note that, pursuant to UCC § 9-515(a), a filed financing statement is effective for a period of five (5) years after the date of filing. The effectiveness of a financing statement lapses on the expiration of such five-year period unless, before the lapse, a continuation statement is filed pursuant to UCC § 9-515(d) and (e). A continuation statement may be filed only within six (6) months before the expiration of the five-year period and, if timely filed, continues the effectiveness of the initial financing statement for an additional five-year period. See UCC § 9-515(d), (e).
(ii) If the effectiveness of a financing statement lapses as described above, then, pursuant to UCC § 9-515(c), any security interest that was perfected by the filing of such financing statement becomes unperfected, and is deemed never to have been perfected as against a purchaser of the collateral for value, unless the security interest is otherwise perfected at the time of lapse.
(iii) We understand that the Revolving Period under the Transaction Documents is anticipated to be approximately twenty-four (24) months from the Closing Date, and that the Legal Final Maturity Date of the Notes is forty-two (42) months from the Closing Date. Accordingly, assuming the Financing Statements are filed on or about the Closing Date, the initial five-year effectiveness period of the Financing Statements will extend beyond the Legal Final Maturity Date. However, in the event that the maturity of the Notes is extended, or in the event that any Financing Statement must remain effective for a period in excess of five years from its initial filing for any reason (including, without limitation, in connection with any workout, restructuring, or enforcement proceeding), timely UCC-3 continuation statements must be filed with the Delaware Filing Office to maintain the perfection of the applicable security interests.
(iv) We recommend that the Trustee or its designee implement appropriate procedures to monitor the filing expiration dates of each of the Financing Statements and to ensure the timely filing of UCC-3 continuation statements within the six-month window preceding each five-year expiration date, as required by UCC § 9-515(d) and (e).
Section 4: Qualifications and Limitations
The opinions set forth in Section 3 above are subject to the following qualifications and limitations:
4.1 General Qualifications
(a) Jurisdictional Limitation. This Opinion is limited to the laws of the State of Delaware, including Article 9 of the Uniform Commercial Code as adopted and in effect in the State of Delaware (6 Del. C. §§ 9-101 et seq.), and applicable federal law of the United States, in each case as in effect on the date hereof. We express no opinion as to the laws of any other state or jurisdiction, including, without limitation, the laws of any state in which any obligor on any Receivable may be located, the laws of any state in which any insurance policy underlying any Receivable may have been issued, or the laws of any foreign jurisdiction. To the extent that the laws of any jurisdiction other than Delaware may govern the creation, perfection, priority, or enforcement of any security interest in the Collateral, we express no opinion thereon.
(b) Bankruptcy and Insolvency. The opinions expressed herein are subject to the effect of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium, and similar laws affecting the rights of creditors generally, including, without limitation, the United States Bankruptcy Code (Title 11, United States Code), applicable state fraudulent transfer and fraudulent conveyance statutes (including 6 Del. C. §§ 1301-1311, the Delaware Uniform Fraudulent Transfer Act, or its successor, the Delaware Uniform Voidable Transactions Act), and other applicable debtor-relief laws, and (ii) the possible judicial application of foreign laws or governmental action affecting the rights of creditors.
(c) Equitable Principles. The opinions expressed herein are subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether the enforceability of any Transaction Document is considered in a proceeding at law or in equity.
4.2 UCC-Specific Qualifications
(a) Purchase Money Security Interests. We express no opinion as to the priority of the security interests described herein as against a holder of a purchase money security interest in the Collateral or any portion thereof to the extent such holder is entitled to priority under UCC § 9-324.
(b) Buyers in Ordinary Course. We express no opinion as to the priority of the security interests described herein as against a buyer in the ordinary course of business to the extent such buyer takes free of a security interest under UCC § 9-320(a).
(c) Statutory and Common Law Liens. We express no opinion as to the priority of the security interests described herein as against holders of statutory or common law liens, including, without limitation, federal, state, or local tax liens (whether arising under the Internal Revenue Code of 1986, as amended, or under applicable state or local tax laws), mechanic's liens, materialmen's liens, artisan's liens, or other liens arising by operation of law.
(d) Control-Based Priority. We express no opinion as to the priority of the security interests described herein as against a secured party having "control" (as defined in the applicable provisions of the UCC) of deposit accounts, securities accounts, investment property, letter-of-credit rights, or electronic chattel paper, to the extent such control-based perfection gives rise to priority over filing-based perfection under UCC §§ 9-327 (deposit accounts), 9-328 (investment property), 9-329 (letter-of-credit rights), or 9-330 (chattel paper).
(e) Temporal Limitation of Search Results. Our opinions as to first-priority status of the security interests described herein are based solely upon our review of the Search Results obtained from the Delaware Filing Office as of the date of such Search Results (on or about September 26, 2022) and upon the assumptions set forth in Section 2 above. We have assumed that no financing statements or other perfection events have intervened between the date of the Search Results and the filing of the Financing Statements. We express no opinion as to the existence of any financing statements or other liens that may have been filed or may have arisen after the date of the Search Results or that may not have been reflected in the Search Results due to indexing delays or errors by the Delaware Filing Office.
(f) Scope of Collateral. We express no opinion as to the creation, perfection, or priority of security interests in any property that does not constitute "Collateral" as defined in the Pledge Agreement.
(g) Payment Intangibles. With respect to Receivables that may constitute "payment intangibles" (as defined in UCC § 9-102(a)(61)) rather than "accounts" (as defined in UCC § 9-102(a)(2)), we note that, under UCC § 9-309(3) and (4), a security interest created by the sale of a payment intangible is automatically perfected upon attachment without the need for the filing of a financing statement or any other action. However, if any transfer is recharacterized as a secured financing (rather than a sale), automatic perfection under UCC § 9-309(3) or (4) would not apply, and the filing of a financing statement would be necessary and sufficient for perfection. We have assumed for purposes of this Opinion that, in the event of any recharacterization, the filing of the applicable Financing Statements will be the operative method of perfection.
(h) True Sale Disclaimer. We express no opinion as to whether the transfers of Receivables under the Sale Agreement or the Transfer Agreement constitute "true sales" or absolute transfers of ownership as opposed to secured financings. Such opinion is being addressed in one or more separate opinion letters to be delivered at or prior to the Closing Date.
(i) Future Changes in Law. Our opinions are rendered as of the date hereof and are based upon the law of the State of Delaware and applicable federal law as in effect on the date hereof. We assume no obligation to advise any addressee of changes in law or fact occurring after the date hereof that may affect the opinions expressed herein.
4.3 Limitations on Deposit Account and Securities Account Opinions
(a) Pursuant to UCC § 9-312(b)(1), a security interest in a deposit account as original collateral may be perfected only by "control" as defined in UCC § 9-104. A security interest in a deposit account as original collateral cannot be perfected by the filing of a financing statement. See UCC § 9-312(b)(1); 6 Del. C. § 9-312(b)(1). Accordingly, our opinion that the Trustee will have a perfected security interest in the Accounts to the extent they constitute deposit accounts is based entirely upon our assumption that the Account Control Agreement has been duly executed and delivered and is in full force and effect, and that Calvoneth Trust Company, N.A., in its capacity as depository bank, will perform its obligations thereunder in accordance with the terms thereof.
(b) Similarly, while a security interest in a securities account (or, more precisely, in the security entitlements carried in a securities account) may be perfected by filing under certain circumstances, perfection by "control" under UCC §§ 9-106 and 9-314 is the preferred method and provides superior priority. See UCC § 9-328(1) (a security interest held by a secured party having control of investment property has priority over a security interest held by a secured party that does not have control). Our opinion that the Trustee will have a first-priority perfected security interest in the Accounts to the extent they constitute securities accounts is conditioned upon the establishment and maintenance of "control" as described herein.
(c) The priority of a security interest perfected by control in a deposit account is governed by UCC § 9-327. Under UCC § 9-327(1), a security interest held by a secured party having control of a deposit account has priority over a competing security interest held by a secured party that does not have control. Under UCC § 9-327(3), a security interest held by the depository bank in funds on deposit in a deposit account maintained with that depository bank has priority over a competing security interest held by another secured party, even one with control. We note that Calvoneth Trust Company, N.A. serves as both the depository bank/securities intermediary and the Trustee/Secured Party, and accordingly, any potential priority conflict arising under UCC § 9-327(3) or § 9-328(3) between Calvoneth Trust in its capacity as depository bank/securities intermediary and Calvoneth Trust in its capacity as Trustee is governed by the terms of the Account Control Agreement and applicable law.
(d) If for any reason the Account Control Agreement ceases to be in full force and effect, or if the Securities Intermediary or depository bank fails to comply with its obligations thereunder, perfection of the security interest in the Accounts (to the extent perfection depends upon control) may be lost. We express no opinion as to the consequences of any such loss of control on the perfection or priority of the Trustee's security interest in the Accounts.
4.4 After-Acquired Property
(a) We note that, pursuant to UCC § 9-204(a), a security agreement may create or provide for a security interest in after-acquired collateral. The security interest described in the Pledge Agreement, the Sale Agreement, and the Transfer Agreement attaches to Receivables and related Collateral acquired by the applicable debtor after the date of the applicable Transaction Document, without the need for any additional security agreement, amendment, or other action, provided that the requirements of UCC § 9-203(b) (including the giving of value, the debtor's acquisition of rights in the collateral, and the authentication of a security agreement describing the collateral) continue to be satisfied with respect to such after-acquired collateral.
(b) The foregoing is of particular significance in the context of this transaction given the revolving nature of the receivables pool. During the Revolving Period (anticipated to be approximately twenty-four (24) months), new Receivables will be originated by QPF in the ordinary course of its insurance premium finance business and transferred (through the two-step transfer structure involving QRH as intermediary) to QRF 2022-1. The security interests created under the Transaction Documents will attach to such newly transferred Receivables upon acquisition of rights therein by the applicable debtor, and such security interests will be perfected by the previously filed Financing Statements (to the extent the collateral descriptions in such Financing Statements cover such Receivables), without the need for additional filings.
(c) We note, however, that the automatic attachment of security interests in after-acquired property is subject to applicable bankruptcy law limitations. Under Section 552(a) of the United States Bankruptcy Code (11 U.S.C. § 552(a)), property acquired by a debtor's estate after the commencement of a bankruptcy case is generally not subject to a security interest arising from a pre-petition security agreement, except to the extent that Section 552(b) provides an exception for proceeds, products, offspring, or profits of pre-petition collateral. The potential application of Section 552 of the Bankruptcy Code is beyond the scope of this Opinion.
4.5 Limitations on Scope
(a) We have not examined any of the individual Receivables, the related insurance premium finance agreements, promissory notes, or other instruments of obligation executed by the obligors on the Receivables, or the related insurance policies, and we express no opinion as to the enforceability, validity, binding effect, or collectability of any individual Receivable or any obligation of any individual obligor.
(b) We express no opinion as to the compliance of any Receivable or any related insurance premium finance agreement with applicable usury laws, licensing requirements, consumer protection statutes (including, without limitation, the federal Truth in Lending Act, the Equal Credit Opportunity Act, or analogous state statutes), insurance regulatory requirements, or any other regulatory requirements applicable to the origination, servicing, or collection of insurance premium finance receivables. We note that QPF has represented in the Transaction Documents that the Eligible Receivables comply in all material respects with applicable laws; we have not independently verified such representations.
(c) We express no opinion on any matters of tax law (including the characterization of the Notes or the Issuer for federal or state income tax purposes), intellectual property law, environmental law, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Investment Company Act of 1940, as amended, or securities law (including whether the Notes constitute "securities" under federal or state securities laws or whether any exemption from registration is available), except as may be expressly stated herein.
(d) We express no opinion as to the effect of the law of any jurisdiction other than the State of Delaware on the matters addressed in this Opinion, including, without limitation, the effect of UCC Article 9 as adopted in any other State.
Section 5: Reliance and Other Matters
This Opinion is rendered solely for the benefit of the addressees hereof — Calvoneth Trust Company, National Association, as Indenture Trustee, Quorum Receivables Funding 2022-1 LLC, as Issuer, and Ridgeline Capital Markets LLC, as Initial Purchaser — and their respective successors and assigns under the Transaction Documents, and may not be relied upon by any other person or entity without our prior written consent. Without limiting the generality of the foregoing, no holder of Notes may rely upon this Opinion unless such holder is a successor or assign of an addressee under the applicable Transaction Documents.
This Opinion is given as of the date hereof, and we assume no obligation to update or supplement this Opinion for events occurring, information coming to our attention, or changes in law (including changes in the UCC as adopted in Delaware) occurring or taking effect after the date hereof. Each addressee should be aware that changes in fact or law after the date hereof may affect the continued validity of the opinions expressed herein.
This Opinion is being provided in connection with the proposed issuance by QRF 2022-1 of the Class A Notes (preliminary CUSIP: 74892TAA3), the Class B Notes (preliminary CUSIP: 74892TAB1), and the Class C Notes (preliminary CUSIP: 74892TAC9), and may not be relied upon in connection with any other transaction or issuance.
This is a draft opinion letter and is being circulated for discussion purposes only. It is not to be relied upon by any person or entity. The final opinion will be delivered at the closing of the transactions contemplated by the Transaction Documents, will be dated as of the Closing Date, and will supersede this draft in its entirety. All opinions expressed herein are preliminary and are subject to revision and modification upon (i) review of executed (rather than execution draft) versions of the Transaction Documents, (ii) updated UCC lien searches from the Delaware Filing Office as of a date proximate to the Closing Date, (iii) receipt and review of all closing certificates, officer's certificates, and other documents and instruments delivered at closing, and (iv) any changes in applicable law occurring prior to the Closing Date.
This Opinion is governed by and shall be construed in accordance with the laws of the State of New York (insofar as this letter constitutes a contractual undertaking between this firm and the addressees) and the laws of the State of Delaware (insofar as this letter addresses UCC matters governed by Delaware law). In the event of any conflict, the laws of the applicable State as identified in the body of this Opinion shall control with respect to the subject matter of such opinion.
We are members of the Bar of the State of New York and do not purport to be experts on, or to express any opinion herein concerning, any law other than the laws of the State of New York, the laws of the State of Delaware (including the Uniform Commercial Code as adopted therein), and applicable federal law of the United States.
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[DRAFT — NOT FOR EXECUTION]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
[Draft — Unsigned]
Drafted by: Yuki Nakamura, Associate; Carlos Espinoza, Associate Reviewed by: Douglas Carmichael, Partner (Responsible Partner) Internal Reference: C&H Matter No. 1025-00007
EXHIBIT A
FORM OF UCC-1 FINANCING STATEMENTS
The following is a summary description of the three draft UCC-1 financing statements reviewed in connection with this Opinion. Complete copies of each draft financing statement are on file with this firm and will be attached to the final opinion delivered at closing.
1. QPF-QRH Financing Statement
2. QRH-QRF Financing Statement
3. QRF-Trustee Financing Statement
Note: The collateral descriptions set forth above are summaries based on the draft financing statements reviewed. The actual collateral descriptions may be revised prior to closing to conform to the executed versions of the Transaction Documents.
EXHIBIT B
DESCRIPTION OF UCC LIEN SEARCH RESULTS
Set forth below is a summary of the UCC lien search results obtained from the Office of the Secretary of State of the State of Delaware with respect to each of Quorum Premium Finance LLC, Quorum Receivables Holding LLC, and Quorum Receivables Funding 2022-1 LLC. All searches were conducted using the exact legal name of each entity as set forth in its Certificate of Formation filed with the Delaware Secretary of State.
1. Quorum Premium Finance LLC
Results: The search revealed the following financing statement(s) on file against Quorum Premium Finance LLC:
(a) UCC-1 Filing No. 2020-4817293, filed October 14, 2020, naming Quorum Premium Finance LLC as Debtor and Pinnacle National Bank, N.A. as Secured Party. Collateral description: "All assets of the Debtor, including but not limited to accounts, chattel paper, general intangibles, inventory, equipment, and proceeds thereof." This filing appears to relate to a revolving warehouse credit facility between QPF and Pinnacle National Bank, N.A.
Note: This existing filing covers a broad category of collateral that may overlap with the Receivables and other collateral to be covered by the QPF-QRH Financing Statement. This filing must be addressed and resolved prior to closing. We understand from discussions with counsel to QPF that (i) the Pinnacle warehouse facility is being refinanced and/or terminated in connection with the closing of the transactions contemplated by the Transaction Documents, and (ii) a UCC-3 termination statement will be filed by Pinnacle National Bank, N.A. prior to or contemporaneously with the filing of the QPF-QRH Financing Statement. We will require confirmation of the filing of such termination statement (or, alternatively, an amendment limiting the collateral description to exclude the Receivables and related collateral covered by the Transaction Documents) prior to the delivery of the final opinion at closing.
(b) UCC-1 Filing No. 2021-6293481, filed March 8, 2021, naming Quorum Premium Finance LLC as Debtor and Beaumont Industries as Secured Party. Collateral description: "One (1) Xeroxx AltaLink C8155 Color Multifunction Printer, S/N XRX8155-22847." This filing relates to a specific item of equipment and does not cover the Receivables or any other component of the Collateral. No action is required with respect to this filing.
Conclusion: Subject to the filing of a UCC-3 termination statement by Pinnacle National Bank, N.A. with respect to Filing No. 2020-4817293 (or an appropriate amendment thereto), the QPF-QRH Financing Statement, upon filing, would be the first-in-time financing statement covering the Receivables and related collateral.
2. Quorum Receivables Holding LLC
Results: No financing statements were found on file against Quorum Receivables Holding LLC as of the date and time of the search. QRH is a newly formed special purpose entity, organized on August 3, 2022, solely for the purpose of participating in the transactions contemplated by the Transaction Documents.
Conclusion: Upon the filing of the QRH-QRF Financing Statement, such financing statement would be the first-in-time financing statement on file against QRH with the Delaware Filing Office.
3. Quorum Receivables Funding 2022-1 LLC
Results: No financing statements were found on file against Quorum Receivables Funding 2022-1 LLC as of the date and time of the search. QRF 2022-1 is a newly formed special purpose entity, organized on August 3, 2022, solely for the purpose of issuing the Notes and participating in the transactions contemplated by the Transaction Documents.
Conclusion: Upon the filing of the QRF-Trustee Financing Statement, such financing statement would be the first-in-time financing statement on file against QRF 2022-1 with the Delaware Filing Office.
Note: The foregoing search results are based on searches conducted on or about September 26, 2022. Updated UCC lien searches will be obtained as of a date proximate to the Closing Date. The final opinion will be based upon updated search results and will address any financing statements filed or other perfection events occurring between the date of the searches described above and the Closing Date. The reliability of UCC search results is dependent upon the accuracy and completeness of the filing office's records and indexing systems; we assume no responsibility for errors or omissions in such records.
[END OF EXHIBIT B]
Field | Information
Debtor | Quorum Premium Finance LLC
Debtor Type | Delaware Limited Liability Company
Debtor EIN | 84-2653198
Debtor Mailing Address | c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Secured Party | Quorum Receivables Holding LLC
Secured Party Mailing Address | c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Filing Jurisdiction | Office of the Secretary of State, State of Delaware
Collateral Description | All of the Debtor's right, title, and interest, whether now existing or hereafter arising, in, to, and under: (a) all insurance premium finance receivables originated by the Debtor, including all rights to payment thereunder; (b) all collections and other amounts received on or with respect to such receivables; (c) all related security, including rights to unearned premium refunds, security interests in insurance policies, and related contract rights; (d) all accounts, deposit accounts, and securities accounts in which such collections are deposited or held; and (e) all proceeds (including cash proceeds and insurance proceeds) of any and all of the foregoing.
Field | Information
Debtor | Quorum Receivables Holding LLC
Debtor Type | Delaware Limited Liability Company
Debtor EIN | 88-1247619
Debtor Mailing Address | c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Secured Party | Quorum Receivables Funding 2022-1 LLC
Secured Party Mailing Address | c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, CT 06901
Filing Jurisdiction | Office of the Secretary of State, State of Delaware
Collateral Description | All of the Debtor's right, title, and interest, whether now existing or hereafter arising, in, to, and under: (a) all insurance premium finance receiva

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CALDERWOOD & HARKNESS LLP

EXHIBIT A

FORM OF UCC-1 FINANCING STATEMENTS

EXHIBIT B

DESCRIPTION OF UCC LIEN SEARCH RESULTS

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