1025-00007 · Quorum Insurance Holdings · UCC Filings & Perfection

ucc-1-qpf-debtor-qrh-secured-party-draft.docx DOCUMENT M&A / Corporate

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Contract analysis Extract to table

UCC FINANCING STATEMENT — DRAFT — NOT FOR FILING

PREPARED FOR REVIEW PURPOSES ONLY THIS DOCUMENT HAS NOT BEEN FILED WITH ANY FILING OFFICE

Prepared by: Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022

Matter Reference: 1025-00007

Date of Preparation: September 2022

Transaction: Quorum Receivables Funding 2022-1 LLC — $500,000,000 Insurance Premium Finance Asset-Backed Securities

Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901

STATUS: THIS DRAFT WAS NEVER FILED. The underlying transaction (Quorum Receivables Funding 2022-1 LLC $500,000,000 Insurance Premium Finance ABS) was shelved in November 2022 due to adverse market conditions. This draft is preserved in the matter file for potential reactivation.

UCC FINANCING STATEMENT

(FORM UCC-1)

Follow Instructions

Box A — FILING OFFICE USE ONLY

This box is reserved exclusively for use by the filing office. No entries should be made in this box by the filer. Upon acceptance of this financing statement for filing, the Delaware Secretary of State will assign a unique filing number and record the date and time of filing in this space.

Box 1 — DEBTOR INFORMATION (ORGANIZATION DEBTOR)

This financing statement identifies a single organization debtor. The debtor's exact legal name is set forth below as it appears in the debtor's Certificate of Formation on file with the Delaware Secretary of State, in accordance with the requirements of Section 9-503(a)(1) of the Uniform Commercial Code as enacted in the State of Delaware (6 Del. C. § 9-503(a)(1)).

1a. Organization's Name:

Quorum Premium Finance LLC

The debtor's name set forth above has been verified against the records of the Delaware Secretary of State, Division of Corporations, and conforms to the exact legal name appearing on the debtor's organizational documents. Any discrepancy between the name set forth herein and the debtor's exact legal name as reflected in the public records of the Delaware Secretary of State could render this financing statement seriously misleading within the meaning of Section 9-506 of the Uniform Commercial Code, potentially impairing the effectiveness of this filing.

1b. Mailing Address:

400 Atlantic Street, Suite 2200 Stamford, CT 06901

The mailing address set forth above constitutes the debtor's principal place of business and the address to which all notices and correspondence relating to this financing statement should be directed.

1c. Tax ID / EIN:

84-2653198

The taxpayer identification number set forth above is the debtor's federal employer identification number assigned by the Internal Revenue Service. While inclusion of the debtor's tax identification number is not required under the Uniform Commercial Code for purposes of the sufficiency of this financing statement, it is provided for the convenience of searchers and to assist in distinguishing the debtor from other entities with similar names.

1d. Jurisdiction of Organization:

Delaware

The debtor is organized as a limited liability company under the laws of the State of Delaware. Pursuant to Section 9-301(1) of the Uniform Commercial Code, the local law of the jurisdiction in which the debtor is organized governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the collateral described herein. Because the debtor is a registered organization organized under the law of Delaware, this financing statement is being filed with the Delaware Secretary of State as the appropriate filing office.

1e. Organizational ID Number:

[To be confirmed against Delaware Secretary of State records prior to filing — QPF is a Delaware limited liability company and its organizational identification number is to be inserted from QPF's Certificate of Formation records on file with the Division of Corporations]

Note to Drafting Team: Prior to authorization of filing, the organizational identification number must be confirmed by conducting a current search of the Delaware Secretary of State's records. The organizational ID number assigned by the Delaware Secretary of State at the time of QPF's formation should be verified as active and in good standing. Any changes to the debtor's organizational status (including amendment, conversion, merger, or dissolution) must be confirmed and addressed prior to filing.

Box 2 — ADDITIONAL DEBTOR

Not Applicable. This is a single-debtor filing. There is no additional debtor to be listed in connection with this financing statement. The collateral described herein is owned solely by the debtor identified in box 1 (Quorum Premium Finance LLC), and no other person or entity has a cognizable ownership interest in such collateral that would require identification as an additional debtor on this financing statement.

Box 3 — SECURED PARTY INFORMATION

This financing statement identifies a single secured party. The secured party's exact legal name is set forth below as it appears in the secured party's Certificate of Formation on file with the Delaware Secretary of State.

3a. Organization's Name:

Quorum Receivables Holding LLC

3b. Mailing Address:

400 Atlantic Street, Suite 2200 Stamford, CT 06901

The mailing address set forth above constitutes the secured party's principal place of business. Quorum Receivables Holding LLC's principal office is co-located with the debtor (Quorum Premium Finance LLC) and their common parent (Quorum Insurance Holdings Inc.) at the Stamford, Connecticut headquarters. All notices and correspondence relating to this financing statement and the security interest evidenced hereby should be directed to the secured party at the address set forth above.

3c. Tax ID / EIN (optional but included for completeness):

88-1247619

The taxpayer identification number set forth above is the secured party's federal employer identification number assigned by the Internal Revenue Service. While inclusion of the secured party's tax identification number is not required under the Uniform Commercial Code, it is provided voluntarily for the convenience of searchers and to assist in distinguishing the secured party from other entities with similar names.

Box 4 — ADDITIONAL SECURED PARTY

Not Applicable. This is a single-secured-party filing. There is no additional secured party, assignee, or representative to be listed in connection with this financing statement. Quorum Receivables Holding LLC is the sole secured party with respect to the collateral described herein.

Box 5 — COLLATERAL DESCRIPTION

The following constitutes the description of the collateral covered by this financing statement. This collateral description has been drafted to satisfy the requirements of Section 9-504 of the Uniform Commercial Code as enacted in the State of Delaware (6 Del. C. § 9-504), which requires that a financing statement sufficiently indicate the collateral covered by the financing statement. The collateral description set forth below is intended to be comprehensive and to cover all insurance premium finance receivables originated by the debtor and all related rights, interests, and proceeds.

All right, title and interest of the Debtor (Quorum Premium Finance LLC) in, to and under the following, whether now existing or hereafter arising or acquired:

(a) Receivables. All insurance premium finance receivables (the "Receivables") originated by the Debtor in the ordinary course of its business, including without limitation all premium finance agreements, promissory notes, and other instruments or agreements evidencing the obligation of any obligor to pay amounts financed by the Debtor in connection with insurance premiums, together with all rights to receive payments of principal, interest, finance charges, fees, late charges, prepayment penalties (if any), and other amounts payable thereunder. As used herein, "Receivables" includes all rights to payment arising under or in connection with any premium finance agreement entered into between the Debtor and any obligor, whether such agreement is documented as a single instrument, a master agreement with multiple schedules, or any other form of agreement customarily used in the insurance premium finance industry.

(b) Unearned Premium Refund Rights. All rights of the Debtor to receive refunds of unearned premiums from insurance carriers, managing general agents, wholesale brokers, or retail insurance agents in connection with the cancellation or termination of insurance policies financed pursuant to the Receivables, including without limitation all rights under premium finance agreements, applicable state insurance codes, and any other applicable law or contractual arrangement to request cancellation of financed insurance policies and to receive refunds of unearned premiums with respect thereto. Such rights include, without limitation, the Debtor's power of attorney or other authorization granted by obligors to cancel financed insurance policies and to collect unearned premium refunds directly from the applicable insurance carrier.

(c) Collections. All collections, payments, proceeds, and other amounts received or receivable with respect to the Receivables, including without limitation all cash collections, insurance premium refunds, check and wire transfer payments, ACH receipts, lockbox receipts, and any other form of payment received from or on behalf of obligors, insurance carriers, or other parties, as well as all recoveries, damages, judgments, settlements, and other amounts received in connection with the enforcement or collection of the Receivables.

(d) Related Security. All security interests, liens, and other encumbrances granted by or on behalf of obligors in favor of the Debtor in connection with the Receivables, including without limitation all rights in the unearned premiums and return premiums securing such Receivables, all rights under guarantees, letters of credit, insurance policies (including surety bonds), or other credit enhancements provided in connection with the Receivables, and all UCC financing statements and other filings or registrations made to perfect or evidence such security interests.

(e) Records and Files. All records, files, documents, books, correspondence, and data (whether in tangible or electronic form, and including data stored on magnetic media, optical media, cloud-based storage, or other digital storage media) relating to the Receivables, the obligors thereunder, and the related insurance policies, including without limitation loan applications, credit reports and credit analyses, premium finance agreements and related schedules, payment histories and aging reports, notices of cancellation, insurance policy information (including declarations pages, endorsements, and certificates of insurance), correspondence with obligors and insurance carriers, collection notes and records, and all other records maintained by the Debtor in connection with its premium finance business to the extent related to the Receivables.

(f) Accounts, Payment Intangibles, and General Intangibles. To the extent not otherwise described above, all accounts (as defined in Section 9-102(a)(2) of the Uniform Commercial Code), payment intangibles (as defined in Section 9-102(a)(61) of the Uniform Commercial Code), and general intangibles (as defined in Section 9-102(a)(42) of the Uniform Commercial Code) arising from or relating to the Receivables, including without limitation all rights to payment for services rendered or goods sold in connection with the premium finance business, all contract rights, and all rights under insurance policies, indemnification agreements, and similar arrangements to the extent related to the Receivables.

(g) Proceeds. All proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the State of Delaware) of any and all of the foregoing, including without limitation all cash and non-cash proceeds, insurance proceeds, and any other amounts received or receivable upon the sale, lease, license, exchange, collection, or other disposition of any of the foregoing collateral, all claims against third parties for loss of, damage to, or destruction of any of the foregoing collateral, and all proceeds of proceeds to the fullest extent permitted by applicable law.

Drafting Note (Internal — Not for Filing): The collateral description set forth above is drafted to be consistent with the eligible receivables criteria specified in the Receivables Sale Agreement (execution draft v3, dated October 12, 2022) between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser. Under the Receivables Sale Agreement, eligible receivables are required to satisfy each of the following criteria at the time of transfer:

(i) originated by QPF in the ordinary course of its insurance premium finance business;

(ii) denominated and payable in United States dollars;

(iii) secured by unearned premium refund rights with respect to the financed insurance policies;

(iv) with an original term not exceeding twelve (12) months from the date of origination;

(v) owed by a U.S. commercial policyholder (i.e., an obligor that is a business entity organized or domiciled in the United States that has obtained the financed insurance policy for commercial or business purposes, and not for personal, family, or household purposes);

(vi) not in default at the time of transfer (no scheduled payment more than sixty (60) days past due as of the applicable cut-off date); and

(vii) originated in compliance with all applicable federal, state, and local laws, rules, and regulations, including without limitation all applicable usury laws, licensing requirements, and consumer protection statutes.

The collateral description in this financing statement is intentionally broader than the eligible receivables criteria in the Receivables Sale Agreement, in order to ensure that QRH's security interest (or ownership interest, as applicable) is perfected with respect to all receivables that may be transferred under the Receivables Sale Agreement, including receivables that are subsequently determined to be ineligible and are subject to repurchase or substitution. This approach is consistent with standard securitization practice and is recommended in the Memorandum on UCC Perfection and Priority Analysis dated September 19, 2022 (prepared by Carlos Espinoza).

Box 6 — CHECK BOXES / ADDITIONAL INFORMATION

The following check boxes address certain special categories of transactions. Each box should be checked only if the applicable condition is met. None of the conditions set forth below is applicable to this financing statement.

This financing statement relates to a personal property filing only and does not cover any interest in real property, fixtures, timber to be cut, minerals, or other interests that would require recording in real estate records. The collateral described in box 5 consists entirely of personal property (receivables, accounts, payment intangibles, general intangibles, and proceeds thereof) and does not include any manufactured homes, goods that are or are to become fixtures, or any other property subject to recording in real estate records.

The debtor (Quorum Premium Finance LLC) is not a transmitting utility within the meaning of Section 9-102(a)(81) of the Uniform Commercial Code. This financing statement is not filed in connection with a public-finance transaction within the meaning of Section 9-102(a)(67) of the Uniform Commercial Code.

Box 7 — ALTERNATIVE DESIGNATION (OPTIONAL)

Assignor / Assignee Designation: The Debtor (Quorum Premium Finance LLC) is the Seller and Assignor, and the Secured Party (Quorum Receivables Holding LLC) is the Purchaser and Assignee, under that certain Receivables Sale Agreement, dated as of [Closing Date to be inserted] (as may be amended, supplemented, or otherwise modified from time to time, the "Receivables Sale Agreement"), between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser.

PRECAUTIONARY FILING NOTICE:

This UCC-1 financing statement is being filed as a precautionary measure in connection with the Receivables Sale Agreement described above. The transfer of Receivables from Quorum Premium Finance LLC (as Seller) to Quorum Receivables Holding LLC (as Purchaser) under the Receivables Sale Agreement is intended by the parties to constitute a "true sale" and absolute transfer of such Receivables from the Seller to the Purchaser for all purposes, including without limitation for purposes of federal and state bankruptcy, insolvency, and receivership laws. This financing statement is filed solely for precautionary purposes, in order to perfect the interest of Quorum Receivables Holding LLC in the Receivables in the event that, notwithstanding the intent of the parties, the transfer of Receivables under the Receivables Sale Agreement is characterized by a court or other governmental authority as a secured transaction or a pledge, rather than a true sale and absolute transfer.

The filing of this financing statement shall not be construed as an admission or acknowledgment by either party that the transfer of Receivables under the Receivables Sale Agreement constitutes anything other than a true sale and absolute transfer, and neither party waives any right to assert that such transfer is a true sale in any proceeding or dispute.

Box 8 — OPTIONAL FILER REFERENCE DATA

The following reference data is provided for the convenience of the filer and is not required by the filing office. This information is included to facilitate internal tracking and coordination of this filing within the broader transaction documentation.

FILING INSTRUCTION COVER MEMORANDUM

Attached to Draft UCC-1 Financing Statement — QPF (Debtor) / QRH (Secured Party)

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

I. Filing Instructions

The following instructions are provided for the filing of the attached UCC-1 financing statement with the Delaware Secretary of State. Filing should proceed only upon receipt of express written authorization from the deal team.

Filing Office: Delaware Secretary of State, Division of Corporations, UCC Filing Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901.

Filing Method: Electronic filing via the Delaware Secretary of State's online UCC filing portal (https://icis.corp.delaware.gov/UCCFiling/) or, in the alternative, through an authorized filing agent (e.g., Pemberton Industries, Hollowell Technologies, or Cascade Systems). Electronic filing is the preferred method, as it provides immediate confirmation of filing and real-time assignment of a filing number.

Filing Fee: The standard Delaware UCC-1 filing fee is currently One Hundred Eighty-One Dollars ($181.00) for electronic filing. If filing is submitted by paper, the fee is Two Hundred Eleven Dollars ($211.00). Payment should be made by credit card, ACH, or prepaid account, as applicable. The filing fee is subject to change by the Delaware Secretary of State, and the current fee schedule should be confirmed immediately prior to filing.

Number of Copies Requested: Two (2) certified copies of the filed financing statement should be obtained from the Delaware Secretary of State upon filing.

Return Instructions: The filed-stamped original financing statement, together with all certified copies and the filing receipt, should be returned to:

Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022

Attention: Carlos Espinoza, Esq.

Please mark the envelope: "UCC Filing — Matter No. 1025-00007 — TIME SENSITIVE"

II. Context and Purpose of Filing

This UCC-1 financing statement is the first in a chain of three UCC-1 financing statements required to establish and perfect the security interests (or, in the case of true sale transfers, precautionary security interests) at each transfer level in the Quorum Receivables Funding 2022-1 LLC securitization structure. The three filings in the chain are as follows:

Filing 1 (This Filing): Quorum Premium Finance LLC (Debtor/Seller/Originator) → Quorum Receivables Holding LLC (Secured Party/Purchaser/Depositor/Intermediate SPV). This filing covers the sale and transfer of insurance premium finance receivables from the Originator/Seller to the Depositor/Intermediate SPV under the Receivables Sale Agreement. This filing is made on a precautionary basis, as described in box 7 of the attached UCC-1, to perfect QRH's interest in the Receivables in the event that the intended true sale is recharacterized as a secured transaction.

Filing 2: Quorum Receivables Holding LLC (Debtor/Transferor/Depositor) → Quorum Receivables Funding 2022-1 LLC (Secured Party/Transferee/Issuer). This filing covers the transfer of receivables from the Depositor to the Issuer under the Transfer and Servicing Agreement. Like Filing 1, this filing is made on a precautionary basis to perfect the Issuer's interest in the transferred receivables.

Filing 3: Quorum Receivables Funding 2022-1 LLC (Debtor/Issuer) → Calvoneth Trust Company, N.A. (Secured Party/Indenture Trustee). This filing covers the grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the holders of the Asset-Backed Notes issued by the Issuer under the Indenture. Unlike Filings 1 and 2, this filing is not precautionary — it is the primary perfection filing for the Indenture Trustee's security interest in the Issuer's assets.

Jurisdictional Basis for Filing in Delaware: The State of Delaware is the proper filing jurisdiction for this UCC-1 financing statement. Quorum Premium Finance LLC, the debtor, is organized as a limited liability company under the laws of the State of Delaware. Under Section 9-301(1) of the Uniform Commercial Code, as enacted in each of the relevant jurisdictions, the local law of the jurisdiction in which the debtor is organized governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Because QPF is a "registered organization" organized under the law of Delaware within the meaning of Section 9-102(a)(71) of the Uniform Commercial Code, the law of Delaware governs perfection of a security interest in the collateral described in this financing statement, and the financing statement must be filed with the office of the Delaware Secretary of State pursuant to 6 Del. C. § 9-501(a)(2).

Precautionary Nature of Filing: As set forth in box 7 of the attached UCC-1, this filing is made on a precautionary basis. The transfer of Receivables from QPF to QRH under the Receivables Sale Agreement is intended to constitute a "true sale" for all purposes, including for purposes of federal and state bankruptcy and insolvency laws. The filing of this UCC-1 financing statement is a standard market practice in structured finance transactions involving the sale and securitization of financial assets, and is recommended by rating agencies, legal counsel, and market participants as a prudent measure to protect the purchaser's interest in the transferred assets. The filing of this financing statement should not be construed as an admission or acknowledgment that the transfer is anything other than a true sale.

III. Coordination Notes

The following coordination requirements should be observed in connection with this filing:

1. Simultaneous Filing. This financing statement (Filing 1: QPF → QRH) should be filed simultaneously with the other two UCC-1 financing statements in the perfection chain (Filing 2: QRH → QRF 2022-1 and Filing 3: QRF 2022-1 → Calvoneth Trust Company, N.A.) on the closing date of the transaction. All three filings should be submitted to the Delaware Secretary of State at the same time, or as close in time as practicable, to minimize any gap in the perfection chain and to ensure that the security interests at each transfer level are perfected as of the closing date.

2. Consistent Collateral Descriptions. The collateral descriptions in all three UCC-1 financing statements should be reviewed for consistency prior to filing. While the precise scope of collateral may differ slightly at each transfer level (reflecting the fact that each successive transferee acquires only the interests that were transferred to it by its transferor), the core receivables description and the related rights and proceeds language should be substantively consistent across all three filings. Any material inconsistency could create a gap in the perfection chain or give rise to questions regarding the scope of the perfected interest at one or more levels of the structure.

3. UCC-3 Amendments. If the collateral description, party information, or any other material term of this financing statement changes between the date of this draft and the closing date, a UCC-3 amendment may be required to update the filed financing statement. In particular, the following items should be confirmed and, if necessary, updated prior to filing or promptly after filing:

(a) The debtor's exact legal name, as reflected in the current records of the Delaware Secretary of State;

(b) The debtor's organizational identification number;

(d) The collateral description, to the extent that the eligible receivables criteria or the scope of collateral covered by the Receivables Sale Agreement is modified in connection with the finalization of the transaction documents; and

(e) The closing date and other transaction-specific information to be inserted in box 7 (Alternative Designation).

4. Cross-Reference to Legal Analysis. The filing team should review and reference the Memorandum on UCC Perfection and Priority Analysis dated September 19, 2022 (prepared by Carlos Espinoza), which provides a detailed legal analysis supporting this filing, including analysis of the choice-of-law rules applicable to perfection, the sufficiency of the collateral description, the true sale / precautionary filing analysis, and the priority of the security interests perfected by the UCC-1 filings in the chain. That memorandum is maintained in the matter file under Matter No. 1025-00007 and is available for reference.

5. UCC Lien Search. Prior to filing, a current UCC lien search should be conducted against the debtor (Quorum Premium Finance LLC) in the records of the Delaware Secretary of State to confirm that no prior financing statements have been filed covering the same or substantially similar collateral. The results of the lien search should be reviewed by the deal team and reported to the secured party's counsel. Any prior filings that could give rise to a competing lien or priority dispute must be identified and addressed (through subordination, termination, or release) prior to closing.

IV. Status.

DRAFT — NOT FILED

This filing instruction memorandum and the attached UCC-1 financing statement are in draft form and have not been authorized for filing. The underlying transaction — Quorum Receivables Funding 2022-1 LLC, $500,000,000 Insurance Premium Finance Asset-Backed Securities — has been placed in indefinite dormant status pursuant to the following timeline:

• November 14, 2022: The Board of Directors of Quorum Insurance Holdings Inc. (QIH), the parent company of the Debtor and the Secured Party, authorized the shelving of the QRF 2022-1 securitization transaction, citing deteriorating conditions in the asset-backed securities market, widening credit spreads, and reduced investor appetite for insurance premium finance ABS issuances.

• November 18, 2022: The transaction was formally placed in dormant status in Calderwood & Harkness's matter management system. All pending workstreams, including document execution, filing preparations, and rating agency engagement, were suspended. The deal team was notified that no further action should be taken on the transaction pending reauthorization by the QIH Board of Directors.

• Current Status: This draft UCC-1 financing statement and the accompanying filing instruction memorandum are preserved in the matter file (Matter No. 1025-00007, Ridgeline Deal ID: RCM-IPF-2022-0041) for potential reactivation if the transaction relaunches under improved market conditions.

Reactivation Procedures: In the event that the QRF 2022-1 transaction is reactivated, the following steps should be taken prior to authorizing the filing of this UCC-1 financing statement:

1. Confirm the debtor's current exact legal name, organizational status, and organizational identification number against the current records of the Delaware Secretary of State.

2. Confirm that the debtor and the secured party remain in good standing in Delaware and in all jurisdictions in which they are qualified to do business.

3. Confirm the current mailing addresses of the debtor and the secured party.

4. Review and, if necessary, update the collateral description to reflect any changes to the eligible receivables criteria, the scope of collateral covered by the Receivables Sale Agreement, or the structure of the securitization transaction.

5. Conduct a current UCC lien search against the debtor in the records of the Delaware Secretary of State and review the results for any intervening filings or competing liens.

6. Confirm the current Delaware Secretary of State filing fee schedule.

7. Coordinate with the deal team to ensure that all three UCC-1 filings in the perfection chain are updated and ready for simultaneous filing on the new closing date.

8. Obtain express written filing authorization from the deal team prior to submission of the financing statement to the filing office.

— End of Draft UCC-1 Financing Statement and Filing Instruction Cover Memorandum —

DRAFT — NOT FOR FILING Calderwood & Harkness LLP — Matter No. 1025-00007

Field	Entry
Initial Financing Statement Filing Number	[To be assigned by the Delaware Secretary of State upon filing]
Filing Date	[To be assigned upon filing]
Filing Time	[To be assigned upon filing]
Filing Office	Delaware Secretary of State, Division of Corporations
Check box	Description	Status
6a.	Public-Finance Transaction	Not Checked
6b.	Manufactured-Home Transaction	Not Checked
6c.	A Debtor is a Transmitting Utility	Not Checked
6d.	This filing is to be recorded in the Real Estate Records	Not Checked
Reference Field	Data
Law Firm Matter Number	Calderwood & Harkness LLP Matter No. 1025-00007
Transaction Reference	Quorum Receivables Funding 2022-1 LLC — $500,000,000 Insurance Premium Finance ABS
Deal Platform Identifier	Ridgeline Deal ID: RCM-IPF-2022-0041
TO:	Yuki Nakamura, Esq. and Carlos Espinoza, Esq. — Calderwood & Harkness LLP
FROM:	[Paralegal / Filing Service — name to be designated upon filing authorization]
DATE:	[To be dated upon filing authorization]
RE:	UCC-1 Filing Instructions — Quorum Premium Finance LLC (Debtor) / Quorum Receivables Holding LLC (Secured Party) — Matter No. 1025-00007

UCC FINANCING STATEMENT — DRAFT — NOT FOR FILING
PREPARED FOR REVIEW PURPOSES ONLY THIS DOCUMENT HAS NOT BEEN FILED WITH ANY FILING OFFICE
Prepared by: Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022
Matter Reference: 1025-00007
Date of Preparation: September 2022
Transaction: Quorum Receivables Funding 2022-1 LLC — $500,000,000 Insurance Premium Finance Asset-Backed Securities
Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
STATUS: THIS DRAFT WAS NEVER FILED. The underlying transaction (Quorum Receivables Funding 2022-1 LLC $500,000,000 Insurance Premium Finance ABS) was shelved in November 2022 due to adverse market conditions. This draft is preserved in the matter file for potential reactivation.
UCC FINANCING STATEMENT
(FORM UCC-1)
Follow Instructions
Box A — FILING OFFICE USE ONLY
This box is reserved exclusively for use by the filing office. No entries should be made in this box by the filer. Upon acceptance of this financing statement for filing, the Delaware Secretary of State will assign a unique filing number and record the date and time of filing in this space.
Box 1 — DEBTOR INFORMATION (ORGANIZATION DEBTOR)
This financing statement identifies a single organization debtor. The debtor's exact legal name is set forth below as it appears in the debtor's Certificate of Formation on file with the Delaware Secretary of State, in accordance with the requirements of Section 9-503(a)(1) of the Uniform Commercial Code as enacted in the State of Delaware (6 Del. C. § 9-503(a)(1)).
1a. Organization's Name:
Quorum Premium Finance LLC
The debtor's name set forth above has been verified against the records of the Delaware Secretary of State, Division of Corporations, and conforms to the exact legal name appearing on the debtor's organizational documents. Any discrepancy between the name set forth herein and the debtor's exact legal name as reflected in the public records of the Delaware Secretary of State could render this financing statement seriously misleading within the meaning of Section 9-506 of the Uniform Commercial Code, potentially impairing the effectiveness of this filing.
1b. Mailing Address:
400 Atlantic Street, Suite 2200 Stamford, CT 06901
The mailing address set forth above constitutes the debtor's principal place of business and the address to which all notices and correspondence relating to this financing statement should be directed.
1c. Tax ID / EIN:
84-2653198
The taxpayer identification number set forth above is the debtor's federal employer identification number assigned by the Internal Revenue Service. While inclusion of the debtor's tax identification number is not required under the Uniform Commercial Code for purposes of the sufficiency of this financing statement, it is provided for the convenience of searchers and to assist in distinguishing the debtor from other entities with similar names.
1d. Jurisdiction of Organization:
Delaware
The debtor is organized as a limited liability company under the laws of the State of Delaware. Pursuant to Section 9-301(1) of the Uniform Commercial Code, the local law of the jurisdiction in which the debtor is organized governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the collateral described herein. Because the debtor is a registered organization organized under the law of Delaware, this financing statement is being filed with the Delaware Secretary of State as the appropriate filing office.
1e. Organizational ID Number:
[To be confirmed against Delaware Secretary of State records prior to filing — QPF is a Delaware limited liability company and its organizational identification number is to be inserted from QPF's Certificate of Formation records on file with the Division of Corporations]
Note to Drafting Team: Prior to authorization of filing, the organizational identification number must be confirmed by conducting a current search of the Delaware Secretary of State's records. The organizational ID number assigned by the Delaware Secretary of State at the time of QPF's formation should be verified as active and in good standing. Any changes to the debtor's organizational status (including amendment, conversion, merger, or dissolution) must be confirmed and addressed prior to filing.
Box 2 — ADDITIONAL DEBTOR
Not Applicable. This is a single-debtor filing. There is no additional debtor to be listed in connection with this financing statement. The collateral described herein is owned solely by the debtor identified in box 1 (Quorum Premium Finance LLC), and no other person or entity has a cognizable ownership interest in such collateral that would require identification as an additional debtor on this financing statement.
Box 3 — SECURED PARTY INFORMATION
This financing statement identifies a single secured party. The secured party's exact legal name is set forth below as it appears in the secured party's Certificate of Formation on file with the Delaware Secretary of State.
3a. Organization's Name:
Quorum Receivables Holding LLC
3b. Mailing Address:
400 Atlantic Street, Suite 2200 Stamford, CT 06901
The mailing address set forth above constitutes the secured party's principal place of business. Quorum Receivables Holding LLC's principal office is co-located with the debtor (Quorum Premium Finance LLC) and their common parent (Quorum Insurance Holdings Inc.) at the Stamford, Connecticut headquarters. All notices and correspondence relating to this financing statement and the security interest evidenced hereby should be directed to the secured party at the address set forth above.
3c. Tax ID / EIN (optional but included for completeness):
88-1247619
The taxpayer identification number set forth above is the secured party's federal employer identification number assigned by the Internal Revenue Service. While inclusion of the secured party's tax identification number is not required under the Uniform Commercial Code, it is provided voluntarily for the convenience of searchers and to assist in distinguishing the secured party from other entities with similar names.
Box 4 — ADDITIONAL SECURED PARTY
Not Applicable. This is a single-secured-party filing. There is no additional secured party, assignee, or representative to be listed in connection with this financing statement. Quorum Receivables Holding LLC is the sole secured party with respect to the collateral described herein.
Box 5 — COLLATERAL DESCRIPTION
The following constitutes the description of the collateral covered by this financing statement. This collateral description has been drafted to satisfy the requirements of Section 9-504 of the Uniform Commercial Code as enacted in the State of Delaware (6 Del. C. § 9-504), which requires that a financing statement sufficiently indicate the collateral covered by the financing statement. The collateral description set forth below is intended to be comprehensive and to cover all insurance premium finance receivables originated by the debtor and all related rights, interests, and proceeds.
All right, title and interest of the Debtor (Quorum Premium Finance LLC) in, to and under the following, whether now existing or hereafter arising or acquired:
(a) Receivables. All insurance premium finance receivables (the "Receivables") originated by the Debtor in the ordinary course of its business, including without limitation all premium finance agreements, promissory notes, and other instruments or agreements evidencing the obligation of any obligor to pay amounts financed by the Debtor in connection with insurance premiums, together with all rights to receive payments of principal, interest, finance charges, fees, late charges, prepayment penalties (if any), and other amounts payable thereunder. As used herein, "Receivables" includes all rights to payment arising under or in connection with any premium finance agreement entered into between the Debtor and any obligor, whether such agreement is documented as a single instrument, a master agreement with multiple schedules, or any other form of agreement customarily used in the insurance premium finance industry.
(b) Unearned Premium Refund Rights. All rights of the Debtor to receive refunds of unearned premiums from insurance carriers, managing general agents, wholesale brokers, or retail insurance agents in connection with the cancellation or termination of insurance policies financed pursuant to the Receivables, including without limitation all rights under premium finance agreements, applicable state insurance codes, and any other applicable law or contractual arrangement to request cancellation of financed insurance policies and to receive refunds of unearned premiums with respect thereto. Such rights include, without limitation, the Debtor's power of attorney or other authorization granted by obligors to cancel financed insurance policies and to collect unearned premium refunds directly from the applicable insurance carrier.
(c) Collections. All collections, payments, proceeds, and other amounts received or receivable with respect to the Receivables, including without limitation all cash collections, insurance premium refunds, check and wire transfer payments, ACH receipts, lockbox receipts, and any other form of payment received from or on behalf of obligors, insurance carriers, or other parties, as well as all recoveries, damages, judgments, settlements, and other amounts received in connection with the enforcement or collection of the Receivables.
(d) Related Security. All security interests, liens, and other encumbrances granted by or on behalf of obligors in favor of the Debtor in connection with the Receivables, including without limitation all rights in the unearned premiums and return premiums securing such Receivables, all rights under guarantees, letters of credit, insurance policies (including surety bonds), or other credit enhancements provided in connection with the Receivables, and all UCC financing statements and other filings or registrations made to perfect or evidence such security interests.
(e) Records and Files. All records, files, documents, books, correspondence, and data (whether in tangible or electronic form, and including data stored on magnetic media, optical media, cloud-based storage, or other digital storage media) relating to the Receivables, the obligors thereunder, and the related insurance policies, including without limitation loan applications, credit reports and credit analyses, premium finance agreements and related schedules, payment histories and aging reports, notices of cancellation, insurance policy information (including declarations pages, endorsements, and certificates of insurance), correspondence with obligors and insurance carriers, collection notes and records, and all other records maintained by the Debtor in connection with its premium finance business to the extent related to the Receivables.
(f) Accounts, Payment Intangibles, and General Intangibles. To the extent not otherwise described above, all accounts (as defined in Section 9-102(a)(2) of the Uniform Commercial Code), payment intangibles (as defined in Section 9-102(a)(61) of the Uniform Commercial Code), and general intangibles (as defined in Section 9-102(a)(42) of the Uniform Commercial Code) arising from or relating to the Receivables, including without limitation all rights to payment for services rendered or goods sold in connection with the premium finance business, all contract rights, and all rights under insurance policies, indemnification agreements, and similar arrangements to the extent related to the Receivables.
(g) Proceeds. All proceeds (as defined in Section 9-102(a)(64) of the Uniform Commercial Code as in effect in the State of Delaware) of any and all of the foregoing, including without limitation all cash and non-cash proceeds, insurance proceeds, and any other amounts received or receivable upon the sale, lease, license, exchange, collection, or other disposition of any of the foregoing collateral, all claims against third parties for loss of, damage to, or destruction of any of the foregoing collateral, and all proceeds of proceeds to the fullest extent permitted by applicable law.
Drafting Note (Internal — Not for Filing): The collateral description set forth above is drafted to be consistent with the eligible receivables criteria specified in the Receivables Sale Agreement (execution draft v3, dated October 12, 2022) between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser. Under the Receivables Sale Agreement, eligible receivables are required to satisfy each of the following criteria at the time of transfer:
(i) originated by QPF in the ordinary course of its insurance premium finance business;
(ii) denominated and payable in United States dollars;
(iii) secured by unearned premium refund rights with respect to the financed insurance policies;
(iv) with an original term not exceeding twelve (12) months from the date of origination;
(v) owed by a U.S. commercial policyholder (i.e., an obligor that is a business entity organized or domiciled in the United States that has obtained the financed insurance policy for commercial or business purposes, and not for personal, family, or household purposes);
(vi) not in default at the time of transfer (no scheduled payment more than sixty (60) days past due as of the applicable cut-off date); and
(vii) originated in compliance with all applicable federal, state, and local laws, rules, and regulations, including without limitation all applicable usury laws, licensing requirements, and consumer protection statutes.
The collateral description in this financing statement is intentionally broader than the eligible receivables criteria in the Receivables Sale Agreement, in order to ensure that QRH's security interest (or ownership interest, as applicable) is perfected with respect to all receivables that may be transferred under the Receivables Sale Agreement, including receivables that are subsequently determined to be ineligible and are subject to repurchase or substitution. This approach is consistent with standard securitization practice and is recommended in the Memorandum on UCC Perfection and Priority Analysis dated September 19, 2022 (prepared by Carlos Espinoza).
Box 6 — CHECK BOXES / ADDITIONAL INFORMATION
The following check boxes address certain special categories of transactions. Each box should be checked only if the applicable condition is met. None of the conditions set forth below is applicable to this financing statement.
This financing statement relates to a personal property filing only and does not cover any interest in real property, fixtures, timber to be cut, minerals, or other interests that would require recording in real estate records. The collateral described in box 5 consists entirely of personal property (receivables, accounts, payment intangibles, general intangibles, and proceeds thereof) and does not include any manufactured homes, goods that are or are to become fixtures, or any other property subject to recording in real estate records.
The debtor (Quorum Premium Finance LLC) is not a transmitting utility within the meaning of Section 9-102(a)(81) of the Uniform Commercial Code. This financing statement is not filed in connection with a public-finance transaction within the meaning of Section 9-102(a)(67) of the Uniform Commercial Code.
Box 7 — ALTERNATIVE DESIGNATION (OPTIONAL)
Assignor / Assignee Designation: The Debtor (Quorum Premium Finance LLC) is the Seller and Assignor, and the Secured Party (Quorum Receivables Holding LLC) is the Purchaser and Assignee, under that certain Receivables Sale Agreement, dated as of [Closing Date to be inserted] (as may be amended, supplemented, or otherwise modified from time to time, the "Receivables Sale Agreement"), between Quorum Premium Finance LLC, as Seller, and Quorum Receivables Holding LLC, as Purchaser.
PRECAUTIONARY FILING NOTICE:
This UCC-1 financing statement is being filed as a precautionary measure in connection with the Receivables Sale Agreement described above. The transfer of Receivables from Quorum Premium Finance LLC (as Seller) to Quorum Receivables Holding LLC (as Purchaser) under the Receivables Sale Agreement is intended by the parties to constitute a "true sale" and absolute transfer of such Receivables from the Seller to the Purchaser for all purposes, including without limitation for purposes of federal and state bankruptcy, insolvency, and receivership laws. This financing statement is filed solely for precautionary purposes, in order to perfect the interest of Quorum Receivables Holding LLC in the Receivables in the event that, notwithstanding the intent of the parties, the transfer of Receivables under the Receivables Sale Agreement is characterized by a court or other governmental authority as a secured transaction or a pledge, rather than a true sale and absolute transfer.
The filing of this financing statement shall not be construed as an admission or acknowledgment by either party that the transfer of Receivables under the Receivables Sale Agreement constitutes anything other than a true sale and absolute transfer, and neither party waives any right to assert that such transfer is a true sale in any proceeding or dispute.
Box 8 — OPTIONAL FILER REFERENCE DATA
The following reference data is provided for the convenience of the filer and is not required by the filing office. This information is included to facilitate internal tracking and coordination of this filing within the broader transaction documentation.
FILING INSTRUCTION COVER MEMORANDUM
Attached to Draft UCC-1 Financing Statement — QPF (Debtor) / QRH (Secured Party)
PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
I. Filing Instructions
The following instructions are provided for the filing of the attached UCC-1 financing statement with the Delaware Secretary of State. Filing should proceed only upon receipt of express written authorization from the deal team.
Filing Office: Delaware Secretary of State, Division of Corporations, UCC Filing Section, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901.
Filing Method: Electronic filing via the Delaware Secretary of State's online UCC filing portal (https://icis.corp.delaware.gov/UCCFiling/) or, in the alternative, through an authorized filing agent (e.g., Pemberton Industries, Hollowell Technologies, or Cascade Systems). Electronic filing is the preferred method, as it provides immediate confirmation of filing and real-time assignment of a filing number.
Filing Fee: The standard Delaware UCC-1 filing fee is currently One Hundred Eighty-One Dollars ($181.00) for electronic filing. If filing is submitted by paper, the fee is Two Hundred Eleven Dollars ($211.00). Payment should be made by credit card, ACH, or prepaid account, as applicable. The filing fee is subject to change by the Delaware Secretary of State, and the current fee schedule should be confirmed immediately prior to filing.
Number of Copies Requested: Two (2) certified copies of the filed financing statement should be obtained from the Delaware Secretary of State upon filing.
Return Instructions: The filed-stamped original financing statement, together with all certified copies and the filing receipt, should be returned to:
Calderwood & Harkness LLP 601 Lexington Avenue New York, NY 10022
Attention: Carlos Espinoza, Esq.
Please mark the envelope: "UCC Filing — Matter No. 1025-00007 — TIME SENSITIVE"
II. Context and Purpose of Filing
This UCC-1 financing statement is the first in a chain of three UCC-1 financing statements required to establish and perfect the security interests (or, in the case of true sale transfers, precautionary security interests) at each transfer level in the Quorum Receivables Funding 2022-1 LLC securitization structure. The three filings in the chain are as follows:
Filing 1 (This Filing): Quorum Premium Finance LLC (Debtor/Seller/Originator) → Quorum Receivables Holding LLC (Secured Party/Purchaser/Depositor/Intermediate SPV). This filing covers the sale and transfer of insurance premium finance receivables from the Originator/Seller to the Depositor/Intermediate SPV under the Receivables Sale Agreement. This filing is made on a precautionary basis, as described in box 7 of the attached UCC-1, to perfect QRH's interest in the Receivables in the event that the intended true sale is recharacterized as a secured transaction.
Filing 2: Quorum Receivables Holding LLC (Debtor/Transferor/Depositor) → Quorum Receivables Funding 2022-1 LLC (Secured Party/Transferee/Issuer). This filing covers the transfer of receivables from the Depositor to the Issuer under the Transfer and Servicing Agreement. Like Filing 1, this filing is made on a precautionary basis to perfect the Issuer's interest in the transferred receivables.
Filing 3: Quorum Receivables Funding 2022-1 LLC (Debtor/Issuer) → Calvoneth Trust Company, N.A. (Secured Party/Indenture Trustee). This filing covers the grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the holders of the Asset-Backed Notes issued by the Issuer under the Indenture. Unlike Filings 1 and 2, this filing is not precautionary — it is the primary perfection filing for the Indenture Trustee's security interest in the Issuer's assets.
Jurisdictional Basis for Filing in Delaware: The State of Delaware is the proper filing jurisdiction for this UCC-1 financing statement. Quorum Premium Finance LLC, the debtor, is organized as a limited liability company under the laws of the State of Delaware. Under Section 9-301(1) of the Uniform Commercial Code, as enacted in each of the relevant jurisdictions, the local law of the jurisdiction in which the debtor is organized governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Because QPF is a "registered organization" organized under the law of Delaware within the meaning of Section 9-102(a)(71) of the Uniform Commercial Code, the law of Delaware governs perfection of a security interest in the collateral described in this financing statement, and the financing statement must be filed with the office of the Delaware Secretary of State pursuant to 6 Del. C. § 9-501(a)(2).
Precautionary Nature of Filing: As set forth in box 7 of the attached UCC-1, this filing is made on a precautionary basis. The transfer of Receivables from QPF to QRH under the Receivables Sale Agreement is intended to constitute a "true sale" for all purposes, including for purposes of federal and state bankruptcy and insolvency laws. The filing of this UCC-1 financing statement is a standard market practice in structured finance transactions involving the sale and securitization of financial assets, and is recommended by rating agencies, legal counsel, and market participants as a prudent measure to protect the purchaser's interest in the transferred assets. The filing of this financing statement should not be construed as an admission or acknowledgment that the transfer is anything other than a true sale.
III. Coordination Notes
The following coordination requirements should be observed in connection with this filing:
1. Simultaneous Filing. This financing statement (Filing 1: QPF → QRH) should be filed simultaneously with the other two UCC-1 financing statements in the perfection chain (Filing 2: QRH → QRF 2022-1 and Filing 3: QRF 2022-1 → Calvoneth Trust Company, N.A.) on the closing date of the transaction. All three filings should be submitted to the Delaware Secretary of State at the same time, or as close in time as practicable, to minimize any gap in the perfection chain and to ensure that the security interests at each transfer level are perfected as of the closing date.
2. Consistent Collateral Descriptions. The collateral descriptions in all three UCC-1 financing statements should be reviewed for consistency prior to filing. While the precise scope of collateral may differ slightly at each transfer level (reflecting the fact that each successive transferee acquires only the interests that were transferred to it by its transferor), the core receivables description and the related rights and proceeds language should be substantively consistent across all three filings. Any material inconsistency could create a gap in the perfection chain or give rise to questions regarding the scope of the perfected interest at one or more levels of the structure.
3. UCC-3 Amendments. If the collateral description, party information, or any other material term of this financing statement changes between the date of this draft and the closing date, a UCC-3 amendment may be required to update the filed financing statement. In particular, the following items should be confirmed and, if necessary, updated prior to filing or promptly after filing:
(a) The debtor's exact legal name, as reflected in the current records of the Delaware Secretary of State;
(b) The debtor's organizational identification number;
(c) The mailing addresses of the debtor and the secured party;
(d) The collateral description, to the extent that the eligible receivables criteria or the scope of collateral covered by the Receivables Sale Agreement is modified in connection with the finalization of the transaction documents; and
(e) The closing date and other transaction-specific information to be inserted in box 7 (Alternative Designation).
4. Cross-Reference to Legal Analysis. The filing team should review and reference the Memorandum on UCC Perfection and Priority Analysis dated September 19, 2022 (prepared by Carlos Espinoza), which provides a detailed legal analysis supporting this filing, including analysis of the choice-of-law rules applicable to perfection, the sufficiency of the collateral description, the true sale / precautionary filing analysis, and the priority of the security interests perfected by the UCC-1 filings in the chain. That memorandum is maintained in the matter file under Matter No. 1025-00007 and is available for reference.
5. UCC Lien Search. Prior to filing, a current UCC lien search should be conducted against the debtor (Quorum Premium Finance LLC) in the records of the Delaware Secretary of State to confirm that no prior financing statements have been filed covering the same or substantially similar collateral. The results of the lien search should be reviewed by the deal team and reported to the secured party's counsel. Any prior filings that could give rise to a competing lien or priority dispute must be identified and addressed (through subordination, termination, or release) prior to closing.
IV. Status.
DRAFT — NOT FILED
This filing instruction memorandum and the attached UCC-1 financing statement are in draft form and have not been authorized for filing. The underlying transaction — Quorum Receivables Funding 2022-1 LLC, $500,000,000 Insurance Premium Finance Asset-Backed Securities — has been placed in indefinite dormant status pursuant to the following timeline:
• November 14, 2022: The Board of Directors of Quorum Insurance Holdings Inc. (QIH), the parent company of the Debtor and the Secured Party, authorized the shelving of the QRF 2022-1 securitization transaction, citing deteriorating conditions in the asset-backed securities market, widening credit spreads, and reduced investor appetite for insurance premium finance ABS issuances.
• November 18, 2022: The transaction was formally placed in dormant status in Calderwood & Harkness's matter management system. All pending workstreams, including document execution, filing preparations, and rating agency engagement, were suspended. The deal team was notified that no further action should be taken on the transaction pending reauthorization by the QIH Board of Directors.
• Current Status: This draft UCC-1 financing statement and the accompanying filing instruction memorandum are preserved in the matter file (Matter No. 1025-00007, Ridgeline Deal ID: RCM-IPF-2022-0041) for potential reactivation if the transaction relaunches under improved market conditions.
Reactivation Procedures: In the event that the QRF 2022-1 transaction is reactivated, the following steps should be taken prior to authorizing the filing of this UCC-1 financing statement:
1. Confirm the debtor's current exact legal name, organizational status, and organizational identification number against the current records of the Delaware Secretary of State.
2. Confirm that the debtor and the secured party remain in good standing in Delaware and in all jurisdictions in which they are qualified to do business.
3. Confirm the current mailing addresses of the debtor and the secured party.
4. Review and, if necessary, update the collateral description to reflect any changes to the eligible receivables criteria, the scope of collateral covered by the Receivables Sale Agreement, or the structure of the securitization transaction.
5. Conduct a current UCC lien search against the debtor in the records of the Delaware Secretary of State and review the results for any intervening filings or competing liens.
6. Confirm the current Delaware Secretary of State filing fee schedule.
7. Coordinate with the deal team to ensure that all three UCC-1 filings in the perfection chain are updated and ready for simultaneous filing on the new closing date.
8. Obtain express written filing authorization from the deal team prior to submission of the financing statement to the filing office.
— End of Draft UCC-1 Financing Statement and Filing Instruction Cover Memorandum —
DRAFT — NOT FOR FILING Calderwood & Harkness LLP — Matter No. 1025-00007
Field | Entry
Initial Financing Statement Filing Number | [To be assigned by the Delaware Secretary of State upon filing]
Filing Date | [To be assigned upon filing]
Filing Time | [To be assigned upon filing]
Filing Office | Delaware Secretary of State, Division of Corporations
Check box | Description | Status
6a. | Public-Finance Transaction | Not Checked
6b. | Manufactured-Home Transaction | Not Checked
6c. | A Debtor is a Transmitting Utility | Not Checked
6d. | This filing is to be recorded in the Real Estate Records | Not Checked
Reference Field | Data
Law Firm Matter Number | Calderwood & Harkness LLP Matter No. 1025-00007
Transaction Reference | Quorum Receivables Funding 2022-1 LLC — $500,000,000 Insurance Premium Finance ABS
Deal Platform Identifier | Ridgeline Deal ID: RCM-IPF-2022-0041
TO: | Yuki Nakamura, Esq. and Carlos Espinoza, Esq. — Calderwood & Harkness LLP
FROM: | [Paralegal / Filing Service — name to be designated upon filing authorization]
DATE: | [To be dated upon filing authorization]
RE: | UCC-1 Filing Instructions — Quorum Premium Finance LLC (Debtor) / Quorum Receivables Holding LLC (Secured Party) — Matter No. 1025-00007

UCC FINANCING STATEMENT — DRAFT — NOT FOR FILING

UCC FINANCING STATEMENT

PRECAUTIONARY FILING NOTICE:

FILING INSTRUCTION COVER MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

Record

Parties

Dates

Amounts