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

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DRAFT — UCC-1 FINANCING STATEMENT — NOT YET FILED

PREPARED FOR FILING WITH THE DELAWARE SECRETARY OF STATE SUBJECT TO FINAL REVIEW

PREPARED BY:

CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022

Matter Reference: 1025-00007

Date of Preparation: October 12, 2022

Filing Jurisdiction:

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

NOTE: This draft UCC-1 Financing Statement was prepared in connection with the proposed $500,000,000 asset-backed securities issuance by Quorum Receivables Funding 2022-1 LLC (the "Issuer"). The Issuer proposed to issue insurance premium finance receivables-backed notes in three classes (Class A Notes, Class B Notes, and Class C Notes) pursuant to an Indenture to be entered into between the Issuer and Calvoneth Trust Company, National Association, as Indenture Trustee. This financing statement was prepared to perfect the security interest granted by the Issuer in favor of the Indenture Trustee under the Grant of Security Interest (Pledge Agreement) for the benefit of the holders of the Notes. This filing was never consummated due to the shelving of the transaction in November 2022. All transaction documents, including this draft UCC-1, are preserved in Calderwood & Harkness's document management system for potential future relaunch of the transaction.

UCC FINANCING STATEMENT

(FORM UCC-1)

DRAFT — FOR REVIEW ONLY — NOT YET FILED

Box 1 — DEBTOR INFORMATION (ORGANIZATION)

Note: The mailing address set forth in box 1b is the principal office address of the Issuer, care of Quorum Insurance Holdings Corp., which serves as Administrator of the Issuer pursuant to the Administration Agreement. Quorum Receivables Funding 2022-1 LLC is a special purpose Delaware limited liability company formed for the sole purpose of acquiring insurance premium finance receivables and issuing notes secured thereby.

Box 2 — ADDITIONAL DEBTOR (IF ANY)

None. There is no additional debtor in connection with this financing statement. Box 2 is intentionally left blank.

Box 3 — SECURED PARTY INFORMATION

Capacity Note: Calvoneth Trust Company, National Association is named as Secured Party in its capacity as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under the Indenture dated as of [●], 2022 (the "Indenture"), by and between the Debtor and Calvoneth Trust Company, National Association, for the benefit of the holders of the Class A Notes, Class B Notes, and Class C Notes issued by the Debtor (collectively, the "Notes"). The security interest evidenced by this financing statement is granted pursuant to the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022 (the "Pledge Agreement"), by the Debtor in favor of Calvoneth Trust Company, National Association, as Indenture Trustee, for the benefit of the Noteholders and certain other Secured Parties as defined therein.

Box 4 — COLLATERAL DESCRIPTION

The collateral covered by this financing statement is described as follows (the full collateral description continues on the attached UCC Financing Statement Addendum, Form UCC-1Ad, which is incorporated herein by reference):

"All right, title and interest of the Debtor, whether now owned or hereafter acquired, in, to and under the following property (collectively, the 'Collateral'):

(a) Insurance Premium Finance Receivables. All insurance premium finance receivables and related rights (the "Receivables"), including without limitation all receivables transferred to the Debtor pursuant to (i) that certain Receivables Transfer Agreement dated as of [●], 2022 (the "Receivables Transfer Agreement"), between Quorum Receivables Holding LLC, as Transferor, and the Debtor, as Transferee, and (ii) all receivables acquired by the Debtor during the revolving period, in each case constituting rights to payment arising from or relating to insurance premium finance loans originated by Quorum Premium Finance LLC in the ordinary course of its business, whether now existing or hereafter created, and all right, title and interest of the Debtor therein;

(b) Unearned Premium Refund Rights. All rights to unearned premium refunds from insurance carriers securing the Receivables, including without limitation all rights under assignments of unearned premiums, powers of attorney to cancel underlying insurance policies, and all proceeds of cancellation of such policies;

(c) Collections. All collections on or in respect of any of the foregoing Receivables, including all cash collections, premium refund payments received from insurance carriers, net liquidation proceeds, recoveries, and other amounts received in respect of the Receivables;

(d) Accounts and Deposit Accounts. All right, title and interest of the Debtor in the Collection Account, Payment Account, Reserve Account, Liquidity Reserve Account, and any other deposit accounts or securities accounts maintained by or on behalf of the Debtor, in each case as established pursuant to the Indenture and the Account Control Agreement dated as of [●], 2022, between the Debtor and Calvoneth Trust Company, National Association, as Securities Intermediary, including all funds, financial assets, investment property, and other property from time to time credited thereto;

(e) Transaction Documents. All right, title and interest of the Debtor in, to and under the Transaction Documents (as defined in the Indenture), including but not limited to the Receivables Transfer Agreement, the Servicing Agreement dated as of [●], 2022, among the Debtor, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee, the Back-Up Servicing Agreement dated as of [●], 2022, among the Debtor, Quorum Premium Finance LLC, Northvane Bank, National Association, as Back-Up Servicer, and Calvoneth Trust Company, National Association, as Trustee, the Liquidity Facility Agreement dated as of [●], 2022, between the Debtor, as Borrower, and Northvane Bank, National Association, as Lender, and the Administration Agreement dated as of [●], 2022, between the Debtor and Quorum Insurance Holdings Corp., as Administrator;

(f) General Intangibles and Payment Intangibles. All general intangibles, payment intangibles, instruments, and chattel paper (including electronic chattel paper) relating to the Receivables;

(g) Security Interests. All security interests, liens, and other interests in property securing or relating to the Receivables;

(h) Supporting Obligations. All supporting obligations with respect to the Receivables, including all guaranties, letters of credit, and insurance policies;

(i) Books and Records. All books and records, data, documentation (including electronic records), files, and other information relating to the Receivables and any of the foregoing Collateral;

(j) Proceeds. All proceeds of any and all of the foregoing Collateral, including, without limitation, cash proceeds, non-cash proceeds, insurance proceeds, and all distributions on account of the foregoing."

Box 5 — TYPE OF ORGANIZATION / JURISDICTION / ORGANIZATIONAL IDENTIFICATION

Box 6 — OPTIONAL FILER REFERENCE DATA

Box 7 — ALTERNATIVE DESIGNATION (IF APPLICABLE)

No alternative designation is applicable. The Debtor is a Delaware limited liability company, not a trust or trustee, and the Secured Party named herein is the original Secured Party and not an assignee.

Box 8 — ADDITIONAL INFORMATION / ADDENDA REFERENCE

An Addendum to this UCC Financing Statement (UCC Financing Statement Addendum, Form UCC-1Ad) is attached hereto and incorporated herein by reference. The Addendum contains the full collateral description set forth above in box 4, to the extent the collateral description exceeds the space available on the face of Form UCC-1, as well as additional information concerning the Debtor. The Addendum is an integral part of this financing statement and should be read together with the information set forth on this form.

UCC FINANCING STATEMENT ADDENDUM

(FORM UCC-1Ad)

DRAFT — FOR REVIEW ONLY — NOT YET FILED

ADDENDUM box 10 — DEBTOR NAME

The name of the Debtor in this Addendum is exactly as stated in box 1a of the attached UCC Financing Statement (Form UCC-1):

Quorum Receivables Funding 2022-1 LLC

This Addendum is filed in connection with, and as part of, the UCC Financing Statement naming the above Debtor and Calvoneth Trust Company, National Association, as Secured Party.

ADDENDUM box 11 — ADDITIONAL SECURED PARTY (IF ANY)

None. There is no additional Secured Party in connection with this financing statement. Calvoneth Trust Company, National Association is the sole Secured Party, acting in its capacity as Indenture Trustee for the benefit of the Noteholders.

ADDENDUM box 12 — ADDITIONAL COLLATERAL DESCRIPTION / CONTINUATION OF box 4

The following constitutes the full and complete collateral description for this financing statement, continuing and supplementing the description set forth in box 4 of the attached UCC Financing Statement (Form UCC-1). To the extent of any inconsistency between the description set forth below and the description in box 4, the description set forth below shall control.

"All right, title and interest of the Debtor, whether now owned or hereafter acquired, in, to and under the following property (collectively, the 'Collateral'):

(f) General Intangibles and Payment Intangibles. All general intangibles, payment intangibles, instruments, and chattel paper (including electronic chattel paper) relating to the Receivables;

(g) Security Interests. All security interests, liens, and other interests in property securing or relating to the Receivables;

(h) Supporting Obligations. All supporting obligations with respect to the Receivables, including all guaranties, letters of credit, and insurance policies;

(i) Books and Records. All books and records, data, documentation (including electronic records), files, and other information relating to the Receivables and any of the foregoing Collateral;

Additional Precautionary Language:

This financing statement covers all assets of the Debtor described above, whether now owned or hereafter acquired, together with all accessions, additions, replacements, and substitutions therefor and all products and proceeds thereof. The filing of this financing statement is not to be construed as a determination that the transfers described in the Receivables Transfer Agreement constitute secured transactions rather than true sales; this filing is made as a precautionary measure to protect the interests of the Secured Party in the event that any such transfer is characterized as a secured transaction. The Debtor, the Secured Party, and the other parties to the Transaction Documents intend that the transfers of Receivables contemplated by the Receivables Transfer Agreement and the Receivables Sale Agreement constitute true sales and absolute assignments of such Receivables and not secured transactions. However, in an abundance of caution and without prejudice to the foregoing characterization, this financing statement is filed to perfect the interests of the Secured Party in the Collateral to the fullest extent permitted by applicable law.

ADDENDUM box 13 — ADDITIONAL INFORMATION CONCERNING DEBTOR

The following additional information is provided with respect to the Debtor for informational purposes and to facilitate filing and search processes:

The Debtor was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Delaware Secretary of State. The Debtor is a special purpose entity organized for the limited purpose of purchasing, acquiring, owning, holding, servicing (through a third-party servicer), and financing insurance premium finance receivables and issuing notes and other obligations secured thereby. The Debtor's limited liability company agreement contains customary special purpose entity covenants, including separateness covenants, restrictions on the incurrence of additional indebtedness, and requirements for the appointment and maintenance of at least one independent manager whose affirmative vote is required for the filing of any voluntary bankruptcy petition or the consent to an involuntary bankruptcy petition.

FILING INSTRUCTIONS / TRANSMITTAL MEMORANDUM

INTERNAL — CALDERWOOD & HARKNESS LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

DATE: October 12, 2022

TO: File — Matter No. 1025-00007

FROM: Carlos Espinoza, Working Associate

REVIEWED BY: Yuki Nakamura, Lead Associate Douglas Carmichael, Responsible Partner

RE: UCC-1 Financing Statement — QRF 2022-1 (Debtor) / Calvoneth Trust Company, N.A. (Secured Party) — Filing Instructions and Transmittal Memorandum

I. FILING JURISDICTION AND METHOD

This UCC-1 Financing Statement is to be filed with the following filing office:

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

The filing method anticipated for this UCC-1 is electronic filing via the Delaware Secretary of State's online portal for UCC filings. Calderwood & Harkness maintains an active account with the Delaware Secretary of State's electronic filing system, and the filing will be submitted through that account. Upon submission, the Delaware Secretary of State will assign a file number and return an acknowledgment copy confirming the filing. The acknowledgment copy and file-stamped copy of the financing statement should be retained in the transaction closing binder and copies distributed to the Secured Party and Debtor.

The standard Delaware UCC-1 filing fee is applicable. As of the date of preparation of this memorandum, the standard filing fee for a UCC-1 financing statement in Delaware is $163.00 (for electronic filing). This fee is subject to change and should be confirmed at the time of filing.

The intended filing date for this UCC-1 is on or immediately prior to the anticipated closing date of the notes offering. The closing date was expected to occur in late October or November 2022 but was never finalized. As described in Part IV below, the transaction was shelved in November 2022, and this financing statement was never filed.

II. RELATIONSHIP TO OTHER UCC-1 FILINGS IN THIS TRANSACTION

This UCC-1 Financing Statement is one of three precautionary UCC-1 financing statements prepared by this firm in connection with the QRF 2022-1 transaction. The three filings, taken together, are designed to perfect security interests at each level of the two-step transfer structure from the Originator through the Depositor to the Issuer, as well as the grant of a security interest by the Issuer to the Indenture Trustee. The three filings are as follows:

1. UCC-1 #1: QPF (Debtor) / QRH (Secured Party)

Debtor: Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company (the "Originator")

Secured Party: Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (the "Depositor")

Collateral: All insurance premium finance receivables transferred by QPF to QRH pursuant to the Receivables Sale Agreement dated as of [●], 2022, between QPF, as Seller, and QRH, as Purchaser, together with all related rights and proceeds thereof.

Purpose: This is a precautionary filing. The Receivables Sale Agreement is intended to effect a true sale and absolute assignment of the Receivables from the Originator to the Depositor. This UCC-1 is filed solely to protect the Depositor's interests in the event that any court were to recharacterize the transfer as a secured transaction rather than a true sale.

Filing Jurisdiction: Delaware — QPF's jurisdiction of organization.

2. UCC-1 #2: QRH (Debtor) / QRF 2022-1 (Secured Party)

Debtor: Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (the "Depositor")

Secured Party: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company (the "Issuer")

Collateral: All insurance premium finance receivables transferred by QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement dated as of [●], 2022, between QRH, as Transferor, and QRF 2022-1, as Transferee, together with all related rights and proceeds thereof.

Purpose: This is also a precautionary filing. The Receivables Transfer Agreement is intended to effect a true sale and absolute assignment of the Receivables from the Depositor to the Issuer. This UCC-1 is filed solely to protect the Issuer's interests in the event that any court were to recharacterize the transfer as a secured transaction rather than a true sale.

Filing Jurisdiction: Delaware — QRH's jurisdiction of organization.

3. UCC-1 #3 (This Filing): QRF 2022-1 (Debtor) / Calvoneth Trust Company, N.A. (Secured Party)

Debtor: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company (the "Issuer")

Secured Party: Calvoneth Trust Company, National Association, as Indenture Trustee for the benefit of the Noteholders

Collateral: All assets of the Issuer, including without limitation the Receivables, collections, deposit accounts, rights under Transaction Documents, general intangibles, supporting obligations, books and records, and all proceeds thereof, as more fully described in box 4 and Addendum box 12 of the attached UCC-1 Financing Statement.

Purpose: Unlike UCC-1 #1 and UCC-1 #2, which are precautionary filings designed to protect against recharacterization risk, this filing reflects the actual secured transaction structure of the QRF 2022-1 issuance. The Grant of Security Interest (Pledge Agreement) is intended to create and perfect a first-priority security interest in all assets of QRF 2022-1 for the benefit of the Noteholders and other Secured Parties under the Indenture. This filing is therefore essential — not merely precautionary — to perfecting the Indenture Trustee's security interest.

Filing Jurisdiction: Delaware — QRF 2022-1's jurisdiction of organization.

All three filings are to be made in Delaware, which is the jurisdiction of organization for each of the respective debtors. This is consistent with the requirements of Article 9 of the Uniform Commercial Code as enacted in Delaware (6 Del. C. §§ 9-301 through 9-307), under which a financing statement must be filed in the jurisdiction of the debtor's location, and an organization registered under the law of a state is located in its state of organization. The selection of Delaware as the filing jurisdiction for all three UCC-1 financing statements is consistent with the analysis and conclusions set forth in the Memorandum on UCC Perfection and Priority Analysis prepared by this firm and dated September 19, 2022, a copy of which is maintained in the transaction file.

III. PURPOSE AND PRECAUTIONARY NATURE

A. Security Interest Structure

This UCC-1 Financing Statement (UCC-1 #3) perfects the security interest granted by the Issuer (QRF 2022-1) in favor of Calvoneth Trust Company, National Association, as Indenture Trustee, under the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022. The security interest secures the obligations of the Issuer under the Indenture and the Notes, which consist of three classes:

The remaining approximately $15,000,000 of credit enhancement was expected to be provided through overcollateralization and the initial deposit to the Reserve Account, as described in the Indenture and the Note Purchase Agreement.

B. Distinction from Precautionary Filings

It is important to note the distinction between this filing and UCC-1 #1 and UCC-1 #2. UCC-1 #1 and UCC-1 #2 are purely precautionary filings made in connection with true sale transfers of Receivables. The parties to those transactions (the Originator, the Depositor, and the Issuer) intend that the transfers of Receivables under the Receivables Sale Agreement and the Receivables Transfer Agreement constitute true sales and absolute assignments, not secured transactions. Those UCC-1 filings are made solely as a protective measure in the event that a bankruptcy court or other tribunal were to recharacterize any such transfer as a secured lending transaction.

By contrast, this UCC-1 (UCC-1 #3) reflects the actual grant of a security interest by the Issuer to the Indenture Trustee. The Pledge Agreement is explicitly structured as a secured transaction under Article 9 of the Uniform Commercial Code. The Issuer grants a security interest in all of its assets to the Indenture Trustee, and this financing statement is filed to perfect that security interest by providing constructive notice to third parties and establishing priority over any subsequent lien creditors or competing security interests.

C. Condition Precedent to Closing

The filing of this UCC-1 Financing Statement is a condition precedent to closing under both the Indenture (Section 2.03(a)(xv)) and the Note Purchase Agreement (Section 4.01(q)). Prior to the issuance of the Notes and the initial funding, the Indenture Trustee must have received satisfactory evidence that this financing statement has been filed with the Delaware Secretary of State and that a lien search conducted immediately following such filing reveals no prior filings against the Issuer other than the precautionary filing described as UCC-1 #2 (in favor of the Issuer as Secured Party). The satisfaction of this condition was to be confirmed by delivery of a UCC lien search report from a recognized search firm (anticipated to be Pemberton Industries or Ashgrove Services Inc.) and a bring-down lien search to be conducted no more than two business days prior to closing.

IV. STATUS

DRAFT — NOT FILED.

This draft UCC-1 Financing Statement was prepared on or about October 12, 2022, by Carlos Espinoza, Working Associate, under the supervision of Yuki Nakamura, Lead Associate, and Douglas Carmichael, Responsible Partner.

The underlying transaction — the proposed $500,000,000 insurance premium finance receivables-backed notes issuance by Quorum Receivables Funding 2022-1 LLC — was shelved by the sponsor, Quorum Insurance Holdings Corp., on November 14, 2022. The decision to shelve the transaction was communicated to this firm by Harrison Whitfield, Executive Vice President and General Counsel of Quorum Insurance Holdings Corp., in a telephone conference on that date. The stated reasons for shelving included unfavorable market conditions in the ABS market during the fourth quarter of 2022, widening credit spreads for insurance premium finance receivables-backed securities, and the sponsor's determination that the all-in cost of funds for the proposed issuance exceeded the sponsor's internal hurdle rate.

The transaction was placed in dormant status in Calderwood & Harkness's matter management system on November 18, 2022. All transaction documents, including this draft UCC-1 Financing Statement, drafts of all Transaction Documents, the UCC perfection and priority analysis memorandum, due diligence files, rating agency presentations, and related correspondence, have been preserved in the firm's document management system under Matter No. 1025-00007 for potential future relaunch.

This UCC-1 Financing Statement has not been filed with the Delaware Secretary of State or any other filing office. No filing fee has been remitted. No file number has been assigned. No security interest has been perfected by the filing of this financing statement.

V. RESPONSIBLE ATTORNEYS

The following attorneys at Calderwood & Harkness LLP are responsible for this filing and the related UCC perfection work in connection with the QRF 2022-1 transaction:

All inquiries regarding this draft filing or the status of the QRF 2022-1 transaction should be directed to Douglas Carmichael in the first instance.

VI. NOTES FOR FUTURE RELAUNCH

In the event that the QRF 2022-1 transaction is reactivated for a potential future issuance, the following items must be reviewed, updated, and confirmed prior to the filing of this UCC-1 Financing Statement:

1. Debtor Good Standing. Confirm that Quorum Receivables Funding 2022-1 LLC remains in good standing with the Delaware Secretary of State (DE SOS File No. 7894231). Obtain a current good standing certificate and certificate of status from the Delaware Secretary of State. If the entity has been dissolved, cancelled, or its status has otherwise lapsed, appropriate corrective action must be taken prior to filing.

2. Lien Search. Conduct a comprehensive UCC lien search against the Debtor (Quorum Receivables Funding 2022-1 LLC) in Delaware to confirm that no intervening UCC financing statements have been filed against the Debtor during the period of dormancy. Any unexpected filings must be investigated and, if necessary, terminated or subordinated prior to filing this UCC-1.

3. Transaction Document Dates. Update all dates in the collateral description referencing Transaction Documents. The current draft contains placeholder dates designated as "[●], 2022." Upon execution of the definitive Transaction Documents, all such placeholder dates must be replaced with the actual execution dates. If the transaction is relaunched in a subsequent calendar year, the date references should reflect the applicable year and the Transaction Documents themselves may need to be re-dated or amended and restated.

4. Closing Mechanics and Filing Timing. Coordinate the timing of the filing of this UCC-1 with the closing mechanics and funding schedule for the notes offering. The financing statement should be filed on or immediately prior to the closing date, and a bring-down lien search should be conducted following filing to confirm the absence of any competing filings. The filing should be sequenced to occur after the filing of UCC-1 #2 (QRH as Debtor / QRF 2022-1 as Secured Party) and in coordination with the filing of UCC-1 #1 (QPF as Debtor / QRH as Secured Party).

5. Collateral Description Consistency. Verify that the collateral description set forth in box 4 and Addendum box 12 remains consistent with the final executed versions of the Indenture, the Grant of Security Interest (Pledge Agreement), and related Transaction Documents. Any changes to the defined terms, the scope of the collateral grant, or the identity of the Transaction Documents must be reflected in an updated collateral description. In particular, confirm that the list of Transaction Documents in paragraph (e) of the collateral description reflects the complete set of agreements executed at closing.

6. Secured Party Confirmation. Confirm that Calvoneth Trust Company, National Association remains willing and able to serve as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian for the transaction. The primary contact at Calvoneth Trust Company, N.A. is Gerald K. Fontaine, Senior Trust Officer. If Calvoneth Trust Company, N.A. is no longer willing to serve or if the sponsor has elected to engage a different trustee, the Secured Party information in box 3 must be updated accordingly, and all references to Calvoneth Trust Company, N.A. throughout the collateral description and the Transaction Documents must be revised.

7. Filing Fee Confirmation. Confirm the current Delaware UCC-1 filing fee at the time of relaunch, as fees are subject to periodic adjustment by the Delaware Secretary of State.

8. Organizational Identification Number. Confirm that the Delaware Secretary of State File Number for the Debtor (currently 7894231) remains accurate and has not been changed or reassigned.

9. Registered Agent. Confirm that Ashgrove Services Inc. remains the Debtor's registered agent in Delaware and that the registered agent's address is current.

10. Independent Manager. Confirm that Timothy R. Callan continues to serve as the Independent Manager of the Debtor and that Fortbridge Corporate Services LLC remains in good standing and continues to provide independent manager services. If a replacement independent manager is required, the limited liability company agreement of the Debtor must be amended and the information in Addendum box 13 updated.

— END OF DRAFT UCC-1 FINANCING STATEMENT AND TRANSMITTAL MEMORANDUM —

This draft UCC-1 Financing Statement and the accompanying Transmittal Memorandum are prepared by Calderwood & Harkness LLP for the internal use of the deal team and for review by the client, Quorum Insurance Holdings Corp. This document is protected by the attorney-client privilege and the work product doctrine. Distribution of this document to any person other than the intended recipients is prohibited without the prior written consent of Calderwood & Harkness LLP. Nothing in this document constitutes legal advice to any person other than the client identified above.

CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022 Matter No. 1025-00007

Field	Entry
1a. Organization's Name:	Quorum Receivables Funding 2022-1 LLC
1b. Mailing Address:	400 Atlantic Street, Suite 2200, Stamford, CT 06901
1c. City:	Stamford
1d. State:	CT
1e. Zip Code:	06901
1f. Country:	United States
Field	Entry
3a. Organization's Name:	Calvoneth Trust Company, National Association
3b. Mailing Address:	600 Travis Street, Suite 5800
3c. City:	Houston
3d. State:	TX
3e. Zip Code:	77002
3f. Country:	United States
Field	Entry
Type of Debtor:	The Debtor is a registered organization organized under the laws of a State.
Debtor's Type of Organization:	Limited Liability Company
Debtor's Jurisdiction of Organization:	Delaware
Debtor's Organizational Identification Number:	7894231 (Delaware Secretary of State File Number)
Reference	Data
Filer's Law Firm Matter No.:	Calderwood & Harkness LLP — Matter No. 1025-00007
Transaction Description:	Quorum Receivables Funding 2022-1 LLC — $500,000,000 Insurance Premium Finance Asset-Backed Securities
Ridgeline Deal ID:	RCM-IPF-2022-0041
Debtor EIN:	88-1247653
Related Agreement:	This financing statement is filed as additional protection in connection with the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022, by the Debtor in favor of the Secured Party, as Indenture Trustee for the benefit of the holders of the Class A Notes, Class B Notes, and Class C Notes.

Designation	Status
Assignee of Secured Party	Not checked
Debtor is a Trust or Trustee acting with respect to property held in trust	Not checked
Field	Entry
Debtor's Exact Legal Name:	Quorum Receivables Funding 2022-1 LLC
State of Organization:	Delaware
Delaware Secretary of State File Number:	7894231
Employer Identification Number (EIN):	88-1247653
Registered Agent:	Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005
Sole Member:	Quorum Receivables Holding LLC
Independent Manager:	Timothy R. Callan (Fortbridge Corporate Services LLC, 1209 Orange Street, Wilmington, Delaware 19801)
Class	Principal Amount	Expected Rating (Moody's / S&P)
Class A Notes	$375,000,000	Aaa / AAA (anticipated)
Class B Notes	$75,000,000	Aa2 / AA (anticipated)
Class C Notes	$35,000,000	A2 / A (anticipated)
Total:	$500,000,000
Attorney	Role	Contact
Douglas Carmichael	Responsible Partner	dcarmichael@calderwoodharkness.com
Yuki Nakamura	Lead Associate	ynakamura@calderwoodharkness.com
Carlos Espinoza	Working Associate (prepared UCC perfection analysis and draft financing statements)	cespinoza@calderwoodharkness.com

DRAFT — UCC-1 FINANCING STATEMENT — NOT YET FILED
PREPARED FOR FILING WITH THE DELAWARE SECRETARY OF STATE SUBJECT TO FINAL REVIEW
PREPARED BY:
CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022
Matter Reference: 1025-00007
Date of Preparation: October 12, 2022
Filing Jurisdiction:
Delaware Secretary of State Division of Corporations — UCC Filing Section John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
NOTE: This draft UCC-1 Financing Statement was prepared in connection with the proposed $500,000,000 asset-backed securities issuance by Quorum Receivables Funding 2022-1 LLC (the "Issuer"). The Issuer proposed to issue insurance premium finance receivables-backed notes in three classes (Class A Notes, Class B Notes, and Class C Notes) pursuant to an Indenture to be entered into between the Issuer and Calvoneth Trust Company, National Association, as Indenture Trustee. This financing statement was prepared to perfect the security interest granted by the Issuer in favor of the Indenture Trustee under the Grant of Security Interest (Pledge Agreement) for the benefit of the holders of the Notes. This filing was never consummated due to the shelving of the transaction in November 2022. All transaction documents, including this draft UCC-1, are preserved in Calderwood & Harkness's document management system for potential future relaunch of the transaction.
UCC FINANCING STATEMENT
(FORM UCC-1)
DRAFT — FOR REVIEW ONLY — NOT YET FILED
Box 1 — DEBTOR INFORMATION (ORGANIZATION)
Note: The mailing address set forth in box 1b is the principal office address of the Issuer, care of Quorum Insurance Holdings Corp., which serves as Administrator of the Issuer pursuant to the Administration Agreement. Quorum Receivables Funding 2022-1 LLC is a special purpose Delaware limited liability company formed for the sole purpose of acquiring insurance premium finance receivables and issuing notes secured thereby.
Box 2 — ADDITIONAL DEBTOR (IF ANY)
None. There is no additional debtor in connection with this financing statement. Box 2 is intentionally left blank.
Box 3 — SECURED PARTY INFORMATION
Capacity Note: Calvoneth Trust Company, National Association is named as Secured Party in its capacity as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under the Indenture dated as of [●], 2022 (the "Indenture"), by and between the Debtor and Calvoneth Trust Company, National Association, for the benefit of the holders of the Class A Notes, Class B Notes, and Class C Notes issued by the Debtor (collectively, the "Notes"). The security interest evidenced by this financing statement is granted pursuant to the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022 (the "Pledge Agreement"), by the Debtor in favor of Calvoneth Trust Company, National Association, as Indenture Trustee, for the benefit of the Noteholders and certain other Secured Parties as defined therein.
Box 4 — COLLATERAL DESCRIPTION
The collateral covered by this financing statement is described as follows (the full collateral description continues on the attached UCC Financing Statement Addendum, Form UCC-1Ad, which is incorporated herein by reference):
"All right, title and interest of the Debtor, whether now owned or hereafter acquired, in, to and under the following property (collectively, the 'Collateral'):
(a) Insurance Premium Finance Receivables. All insurance premium finance receivables and related rights (the "Receivables"), including without limitation all receivables transferred to the Debtor pursuant to (i) that certain Receivables Transfer Agreement dated as of [●], 2022 (the "Receivables Transfer Agreement"), between Quorum Receivables Holding LLC, as Transferor, and the Debtor, as Transferee, and (ii) all receivables acquired by the Debtor during the revolving period, in each case constituting rights to payment arising from or relating to insurance premium finance loans originated by Quorum Premium Finance LLC in the ordinary course of its business, whether now existing or hereafter created, and all right, title and interest of the Debtor therein;
(b) Unearned Premium Refund Rights. All rights to unearned premium refunds from insurance carriers securing the Receivables, including without limitation all rights under assignments of unearned premiums, powers of attorney to cancel underlying insurance policies, and all proceeds of cancellation of such policies;
(c) Collections. All collections on or in respect of any of the foregoing Receivables, including all cash collections, premium refund payments received from insurance carriers, net liquidation proceeds, recoveries, and other amounts received in respect of the Receivables;
(d) Accounts and Deposit Accounts. All right, title and interest of the Debtor in the Collection Account, Payment Account, Reserve Account, Liquidity Reserve Account, and any other deposit accounts or securities accounts maintained by or on behalf of the Debtor, in each case as established pursuant to the Indenture and the Account Control Agreement dated as of [●], 2022, between the Debtor and Calvoneth Trust Company, National Association, as Securities Intermediary, including all funds, financial assets, investment property, and other property from time to time credited thereto;
(e) Transaction Documents. All right, title and interest of the Debtor in, to and under the Transaction Documents (as defined in the Indenture), including but not limited to the Receivables Transfer Agreement, the Servicing Agreement dated as of [●], 2022, among the Debtor, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee, the Back-Up Servicing Agreement dated as of [●], 2022, among the Debtor, Quorum Premium Finance LLC, Northvane Bank, National Association, as Back-Up Servicer, and Calvoneth Trust Company, National Association, as Trustee, the Liquidity Facility Agreement dated as of [●], 2022, between the Debtor, as Borrower, and Northvane Bank, National Association, as Lender, and the Administration Agreement dated as of [●], 2022, between the Debtor and Quorum Insurance Holdings Corp., as Administrator;
(f) General Intangibles and Payment Intangibles. All general intangibles, payment intangibles, instruments, and chattel paper (including electronic chattel paper) relating to the Receivables;
(g) Security Interests. All security interests, liens, and other interests in property securing or relating to the Receivables;
(h) Supporting Obligations. All supporting obligations with respect to the Receivables, including all guaranties, letters of credit, and insurance policies;
(i) Books and Records. All books and records, data, documentation (including electronic records), files, and other information relating to the Receivables and any of the foregoing Collateral;
(j) Proceeds. All proceeds of any and all of the foregoing Collateral, including, without limitation, cash proceeds, non-cash proceeds, insurance proceeds, and all distributions on account of the foregoing."
Box 5 — TYPE OF ORGANIZATION / JURISDICTION / ORGANIZATIONAL IDENTIFICATION
Box 6 — OPTIONAL FILER REFERENCE DATA
Box 7 — ALTERNATIVE DESIGNATION (IF APPLICABLE)
No alternative designation is applicable. The Debtor is a Delaware limited liability company, not a trust or trustee, and the Secured Party named herein is the original Secured Party and not an assignee.
Box 8 — ADDITIONAL INFORMATION / ADDENDA REFERENCE
An Addendum to this UCC Financing Statement (UCC Financing Statement Addendum, Form UCC-1Ad) is attached hereto and incorporated herein by reference. The Addendum contains the full collateral description set forth above in box 4, to the extent the collateral description exceeds the space available on the face of Form UCC-1, as well as additional information concerning the Debtor. The Addendum is an integral part of this financing statement and should be read together with the information set forth on this form.
UCC FINANCING STATEMENT ADDENDUM
(FORM UCC-1Ad)
DRAFT — FOR REVIEW ONLY — NOT YET FILED
ADDENDUM box 10 — DEBTOR NAME
The name of the Debtor in this Addendum is exactly as stated in box 1a of the attached UCC Financing Statement (Form UCC-1):
Quorum Receivables Funding 2022-1 LLC
This Addendum is filed in connection with, and as part of, the UCC Financing Statement naming the above Debtor and Calvoneth Trust Company, National Association, as Secured Party.
ADDENDUM box 11 — ADDITIONAL SECURED PARTY (IF ANY)
None. There is no additional Secured Party in connection with this financing statement. Calvoneth Trust Company, National Association is the sole Secured Party, acting in its capacity as Indenture Trustee for the benefit of the Noteholders.
ADDENDUM box 12 — ADDITIONAL COLLATERAL DESCRIPTION / CONTINUATION OF box 4
The following constitutes the full and complete collateral description for this financing statement, continuing and supplementing the description set forth in box 4 of the attached UCC Financing Statement (Form UCC-1). To the extent of any inconsistency between the description set forth below and the description in box 4, the description set forth below shall control.
"All right, title and interest of the Debtor, whether now owned or hereafter acquired, in, to and under the following property (collectively, the 'Collateral'):
(a) Insurance Premium Finance Receivables. All insurance premium finance receivables and related rights (the "Receivables"), including without limitation all receivables transferred to the Debtor pursuant to (i) that certain Receivables Transfer Agreement dated as of [●], 2022 (the "Receivables Transfer Agreement"), between Quorum Receivables Holding LLC, as Transferor, and the Debtor, as Transferee, and (ii) all receivables acquired by the Debtor during the revolving period, in each case constituting rights to payment arising from or relating to insurance premium finance loans originated by Quorum Premium Finance LLC in the ordinary course of its business, whether now existing or hereafter created, and all right, title and interest of the Debtor therein;
(b) Unearned Premium Refund Rights. All rights to unearned premium refunds from insurance carriers securing the Receivables, including without limitation all rights under assignments of unearned premiums, powers of attorney to cancel underlying insurance policies, and all proceeds of cancellation of such policies;
(c) Collections. All collections on or in respect of any of the foregoing Receivables, including all cash collections, premium refund payments received from insurance carriers, net liquidation proceeds, recoveries, and other amounts received in respect of the Receivables;
(d) Accounts and Deposit Accounts. All right, title and interest of the Debtor in the Collection Account, Payment Account, Reserve Account, Liquidity Reserve Account, and any other deposit accounts or securities accounts maintained by or on behalf of the Debtor, in each case as established pursuant to the Indenture and the Account Control Agreement dated as of [●], 2022, between the Debtor and Calvoneth Trust Company, National Association, as Securities Intermediary, including all funds, financial assets, investment property, and other property from time to time credited thereto;
(e) Transaction Documents. All right, title and interest of the Debtor in, to and under the Transaction Documents (as defined in the Indenture), including but not limited to the Receivables Transfer Agreement, the Servicing Agreement dated as of [●], 2022, among the Debtor, Quorum Premium Finance LLC, as Servicer, and Calvoneth Trust Company, National Association, as Trustee, the Back-Up Servicing Agreement dated as of [●], 2022, among the Debtor, Quorum Premium Finance LLC, Northvane Bank, National Association, as Back-Up Servicer, and Calvoneth Trust Company, National Association, as Trustee, the Liquidity Facility Agreement dated as of [●], 2022, between the Debtor, as Borrower, and Northvane Bank, National Association, as Lender, and the Administration Agreement dated as of [●], 2022, between the Debtor and Quorum Insurance Holdings Corp., as Administrator;
(f) General Intangibles and Payment Intangibles. All general intangibles, payment intangibles, instruments, and chattel paper (including electronic chattel paper) relating to the Receivables;
(g) Security Interests. All security interests, liens, and other interests in property securing or relating to the Receivables;
(h) Supporting Obligations. All supporting obligations with respect to the Receivables, including all guaranties, letters of credit, and insurance policies;
(i) Books and Records. All books and records, data, documentation (including electronic records), files, and other information relating to the Receivables and any of the foregoing Collateral;
(j) Proceeds. All proceeds of any and all of the foregoing Collateral, including, without limitation, cash proceeds, non-cash proceeds, insurance proceeds, and all distributions on account of the foregoing."
Additional Precautionary Language:
This financing statement covers all assets of the Debtor described above, whether now owned or hereafter acquired, together with all accessions, additions, replacements, and substitutions therefor and all products and proceeds thereof. The filing of this financing statement is not to be construed as a determination that the transfers described in the Receivables Transfer Agreement constitute secured transactions rather than true sales; this filing is made as a precautionary measure to protect the interests of the Secured Party in the event that any such transfer is characterized as a secured transaction. The Debtor, the Secured Party, and the other parties to the Transaction Documents intend that the transfers of Receivables contemplated by the Receivables Transfer Agreement and the Receivables Sale Agreement constitute true sales and absolute assignments of such Receivables and not secured transactions. However, in an abundance of caution and without prejudice to the foregoing characterization, this financing statement is filed to perfect the interests of the Secured Party in the Collateral to the fullest extent permitted by applicable law.
ADDENDUM box 13 — ADDITIONAL INFORMATION CONCERNING DEBTOR
The following additional information is provided with respect to the Debtor for informational purposes and to facilitate filing and search processes:
The Debtor was formed as a Delaware limited liability company by the filing of a Certificate of Formation with the Delaware Secretary of State. The Debtor is a special purpose entity organized for the limited purpose of purchasing, acquiring, owning, holding, servicing (through a third-party servicer), and financing insurance premium finance receivables and issuing notes and other obligations secured thereby. The Debtor's limited liability company agreement contains customary special purpose entity covenants, including separateness covenants, restrictions on the incurrence of additional indebtedness, and requirements for the appointment and maintenance of at least one independent manager whose affirmative vote is required for the filing of any voluntary bankruptcy petition or the consent to an involuntary bankruptcy petition.
FILING INSTRUCTIONS / TRANSMITTAL MEMORANDUM
INTERNAL — CALDERWOOD & HARKNESS LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
DATE: October 12, 2022
TO: File — Matter No. 1025-00007
FROM: Carlos Espinoza, Working Associate
REVIEWED BY: Yuki Nakamura, Lead Associate Douglas Carmichael, Responsible Partner
RE: UCC-1 Financing Statement — QRF 2022-1 (Debtor) / Calvoneth Trust Company, N.A. (Secured Party) — Filing Instructions and Transmittal Memorandum
I. FILING JURISDICTION AND METHOD
This UCC-1 Financing Statement is to be filed with the following filing office:
Delaware Secretary of State Division of Corporations — UCC Filing Section John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
The filing method anticipated for this UCC-1 is electronic filing via the Delaware Secretary of State's online portal for UCC filings. Calderwood & Harkness maintains an active account with the Delaware Secretary of State's electronic filing system, and the filing will be submitted through that account. Upon submission, the Delaware Secretary of State will assign a file number and return an acknowledgment copy confirming the filing. The acknowledgment copy and file-stamped copy of the financing statement should be retained in the transaction closing binder and copies distributed to the Secured Party and Debtor.
The standard Delaware UCC-1 filing fee is applicable. As of the date of preparation of this memorandum, the standard filing fee for a UCC-1 financing statement in Delaware is $163.00 (for electronic filing). This fee is subject to change and should be confirmed at the time of filing.
The intended filing date for this UCC-1 is on or immediately prior to the anticipated closing date of the notes offering. The closing date was expected to occur in late October or November 2022 but was never finalized. As described in Part IV below, the transaction was shelved in November 2022, and this financing statement was never filed.
II. RELATIONSHIP TO OTHER UCC-1 FILINGS IN THIS TRANSACTION
This UCC-1 Financing Statement is one of three precautionary UCC-1 financing statements prepared by this firm in connection with the QRF 2022-1 transaction. The three filings, taken together, are designed to perfect security interests at each level of the two-step transfer structure from the Originator through the Depositor to the Issuer, as well as the grant of a security interest by the Issuer to the Indenture Trustee. The three filings are as follows:
1. UCC-1 #1: QPF (Debtor) / QRH (Secured Party)
Debtor: Quorum Premium Finance LLC ("QPF"), a Delaware limited liability company (the "Originator")
Secured Party: Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (the "Depositor")
Collateral: All insurance premium finance receivables transferred by QPF to QRH pursuant to the Receivables Sale Agreement dated as of [●], 2022, between QPF, as Seller, and QRH, as Purchaser, together with all related rights and proceeds thereof.
Purpose: This is a precautionary filing. The Receivables Sale Agreement is intended to effect a true sale and absolute assignment of the Receivables from the Originator to the Depositor. This UCC-1 is filed solely to protect the Depositor's interests in the event that any court were to recharacterize the transfer as a secured transaction rather than a true sale.
Filing Jurisdiction: Delaware — QPF's jurisdiction of organization.
2. UCC-1 #2: QRH (Debtor) / QRF 2022-1 (Secured Party)
Debtor: Quorum Receivables Holding LLC ("QRH"), a Delaware limited liability company (the "Depositor")
Secured Party: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company (the "Issuer")
Collateral: All insurance premium finance receivables transferred by QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement dated as of [●], 2022, between QRH, as Transferor, and QRF 2022-1, as Transferee, together with all related rights and proceeds thereof.
Purpose: This is also a precautionary filing. The Receivables Transfer Agreement is intended to effect a true sale and absolute assignment of the Receivables from the Depositor to the Issuer. This UCC-1 is filed solely to protect the Issuer's interests in the event that any court were to recharacterize the transfer as a secured transaction rather than a true sale.
Filing Jurisdiction: Delaware — QRH's jurisdiction of organization.
3. UCC-1 #3 (This Filing): QRF 2022-1 (Debtor) / Calvoneth Trust Company, N.A. (Secured Party)
Debtor: Quorum Receivables Funding 2022-1 LLC ("QRF 2022-1"), a Delaware limited liability company (the "Issuer")
Secured Party: Calvoneth Trust Company, National Association, as Indenture Trustee for the benefit of the Noteholders
Collateral: All assets of the Issuer, including without limitation the Receivables, collections, deposit accounts, rights under Transaction Documents, general intangibles, supporting obligations, books and records, and all proceeds thereof, as more fully described in box 4 and Addendum box 12 of the attached UCC-1 Financing Statement.
Purpose: Unlike UCC-1 #1 and UCC-1 #2, which are precautionary filings designed to protect against recharacterization risk, this filing reflects the actual secured transaction structure of the QRF 2022-1 issuance. The Grant of Security Interest (Pledge Agreement) is intended to create and perfect a first-priority security interest in all assets of QRF 2022-1 for the benefit of the Noteholders and other Secured Parties under the Indenture. This filing is therefore essential — not merely precautionary — to perfecting the Indenture Trustee's security interest.
Filing Jurisdiction: Delaware — QRF 2022-1's jurisdiction of organization.
All three filings are to be made in Delaware, which is the jurisdiction of organization for each of the respective debtors. This is consistent with the requirements of Article 9 of the Uniform Commercial Code as enacted in Delaware (6 Del. C. §§ 9-301 through 9-307), under which a financing statement must be filed in the jurisdiction of the debtor's location, and an organization registered under the law of a state is located in its state of organization. The selection of Delaware as the filing jurisdiction for all three UCC-1 financing statements is consistent with the analysis and conclusions set forth in the Memorandum on UCC Perfection and Priority Analysis prepared by this firm and dated September 19, 2022, a copy of which is maintained in the transaction file.
III. PURPOSE AND PRECAUTIONARY NATURE
A. Security Interest Structure
This UCC-1 Financing Statement (UCC-1 #3) perfects the security interest granted by the Issuer (QRF 2022-1) in favor of Calvoneth Trust Company, National Association, as Indenture Trustee, under the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022. The security interest secures the obligations of the Issuer under the Indenture and the Notes, which consist of three classes:
The remaining approximately $15,000,000 of credit enhancement was expected to be provided through overcollateralization and the initial deposit to the Reserve Account, as described in the Indenture and the Note Purchase Agreement.
B. Distinction from Precautionary Filings
It is important to note the distinction between this filing and UCC-1 #1 and UCC-1 #2. UCC-1 #1 and UCC-1 #2 are purely precautionary filings made in connection with true sale transfers of Receivables. The parties to those transactions (the Originator, the Depositor, and the Issuer) intend that the transfers of Receivables under the Receivables Sale Agreement and the Receivables Transfer Agreement constitute true sales and absolute assignments, not secured transactions. Those UCC-1 filings are made solely as a protective measure in the event that a bankruptcy court or other tribunal were to recharacterize any such transfer as a secured lending transaction.
By contrast, this UCC-1 (UCC-1 #3) reflects the actual grant of a security interest by the Issuer to the Indenture Trustee. The Pledge Agreement is explicitly structured as a secured transaction under Article 9 of the Uniform Commercial Code. The Issuer grants a security interest in all of its assets to the Indenture Trustee, and this financing statement is filed to perfect that security interest by providing constructive notice to third parties and establishing priority over any subsequent lien creditors or competing security interests.
C. Condition Precedent to Closing
The filing of this UCC-1 Financing Statement is a condition precedent to closing under both the Indenture (Section 2.03(a)(xv)) and the Note Purchase Agreement (Section 4.01(q)). Prior to the issuance of the Notes and the initial funding, the Indenture Trustee must have received satisfactory evidence that this financing statement has been filed with the Delaware Secretary of State and that a lien search conducted immediately following such filing reveals no prior filings against the Issuer other than the precautionary filing described as UCC-1 #2 (in favor of the Issuer as Secured Party). The satisfaction of this condition was to be confirmed by delivery of a UCC lien search report from a recognized search firm (anticipated to be Pemberton Industries or Ashgrove Services Inc.) and a bring-down lien search to be conducted no more than two business days prior to closing.
IV. STATUS
DRAFT — NOT FILED.
This draft UCC-1 Financing Statement was prepared on or about October 12, 2022, by Carlos Espinoza, Working Associate, under the supervision of Yuki Nakamura, Lead Associate, and Douglas Carmichael, Responsible Partner.
The underlying transaction — the proposed $500,000,000 insurance premium finance receivables-backed notes issuance by Quorum Receivables Funding 2022-1 LLC — was shelved by the sponsor, Quorum Insurance Holdings Corp., on November 14, 2022. The decision to shelve the transaction was communicated to this firm by Harrison Whitfield, Executive Vice President and General Counsel of Quorum Insurance Holdings Corp., in a telephone conference on that date. The stated reasons for shelving included unfavorable market conditions in the ABS market during the fourth quarter of 2022, widening credit spreads for insurance premium finance receivables-backed securities, and the sponsor's determination that the all-in cost of funds for the proposed issuance exceeded the sponsor's internal hurdle rate.
The transaction was placed in dormant status in Calderwood & Harkness's matter management system on November 18, 2022. All transaction documents, including this draft UCC-1 Financing Statement, drafts of all Transaction Documents, the UCC perfection and priority analysis memorandum, due diligence files, rating agency presentations, and related correspondence, have been preserved in the firm's document management system under Matter No. 1025-00007 for potential future relaunch.
This UCC-1 Financing Statement has not been filed with the Delaware Secretary of State or any other filing office. No filing fee has been remitted. No file number has been assigned. No security interest has been perfected by the filing of this financing statement.
V. RESPONSIBLE ATTORNEYS
The following attorneys at Calderwood & Harkness LLP are responsible for this filing and the related UCC perfection work in connection with the QRF 2022-1 transaction:
All inquiries regarding this draft filing or the status of the QRF 2022-1 transaction should be directed to Douglas Carmichael in the first instance.
VI. NOTES FOR FUTURE RELAUNCH
In the event that the QRF 2022-1 transaction is reactivated for a potential future issuance, the following items must be reviewed, updated, and confirmed prior to the filing of this UCC-1 Financing Statement:
1. Debtor Good Standing. Confirm that Quorum Receivables Funding 2022-1 LLC remains in good standing with the Delaware Secretary of State (DE SOS File No. 7894231). Obtain a current good standing certificate and certificate of status from the Delaware Secretary of State. If the entity has been dissolved, cancelled, or its status has otherwise lapsed, appropriate corrective action must be taken prior to filing.
2. Lien Search. Conduct a comprehensive UCC lien search against the Debtor (Quorum Receivables Funding 2022-1 LLC) in Delaware to confirm that no intervening UCC financing statements have been filed against the Debtor during the period of dormancy. Any unexpected filings must be investigated and, if necessary, terminated or subordinated prior to filing this UCC-1.
3. Transaction Document Dates. Update all dates in the collateral description referencing Transaction Documents. The current draft contains placeholder dates designated as "[●], 2022." Upon execution of the definitive Transaction Documents, all such placeholder dates must be replaced with the actual execution dates. If the transaction is relaunched in a subsequent calendar year, the date references should reflect the applicable year and the Transaction Documents themselves may need to be re-dated or amended and restated.
4. Closing Mechanics and Filing Timing. Coordinate the timing of the filing of this UCC-1 with the closing mechanics and funding schedule for the notes offering. The financing statement should be filed on or immediately prior to the closing date, and a bring-down lien search should be conducted following filing to confirm the absence of any competing filings. The filing should be sequenced to occur after the filing of UCC-1 #2 (QRH as Debtor / QRF 2022-1 as Secured Party) and in coordination with the filing of UCC-1 #1 (QPF as Debtor / QRH as Secured Party).
5. Collateral Description Consistency. Verify that the collateral description set forth in box 4 and Addendum box 12 remains consistent with the final executed versions of the Indenture, the Grant of Security Interest (Pledge Agreement), and related Transaction Documents. Any changes to the defined terms, the scope of the collateral grant, or the identity of the Transaction Documents must be reflected in an updated collateral description. In particular, confirm that the list of Transaction Documents in paragraph (e) of the collateral description reflects the complete set of agreements executed at closing.
6. Secured Party Confirmation. Confirm that Calvoneth Trust Company, National Association remains willing and able to serve as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian for the transaction. The primary contact at Calvoneth Trust Company, N.A. is Gerald K. Fontaine, Senior Trust Officer. If Calvoneth Trust Company, N.A. is no longer willing to serve or if the sponsor has elected to engage a different trustee, the Secured Party information in box 3 must be updated accordingly, and all references to Calvoneth Trust Company, N.A. throughout the collateral description and the Transaction Documents must be revised.
7. Filing Fee Confirmation. Confirm the current Delaware UCC-1 filing fee at the time of relaunch, as fees are subject to periodic adjustment by the Delaware Secretary of State.
8. Organizational Identification Number. Confirm that the Delaware Secretary of State File Number for the Debtor (currently 7894231) remains accurate and has not been changed or reassigned.
9. Registered Agent. Confirm that Ashgrove Services Inc. remains the Debtor's registered agent in Delaware and that the registered agent's address is current.
10. Independent Manager. Confirm that Timothy R. Callan continues to serve as the Independent Manager of the Debtor and that Fortbridge Corporate Services LLC remains in good standing and continues to provide independent manager services. If a replacement independent manager is required, the limited liability company agreement of the Debtor must be amended and the information in Addendum box 13 updated.
— END OF DRAFT UCC-1 FINANCING STATEMENT AND TRANSMITTAL MEMORANDUM —
This draft UCC-1 Financing Statement and the accompanying Transmittal Memorandum are prepared by Calderwood & Harkness LLP for the internal use of the deal team and for review by the client, Quorum Insurance Holdings Corp. This document is protected by the attorney-client privilege and the work product doctrine. Distribution of this document to any person other than the intended recipients is prohibited without the prior written consent of Calderwood & Harkness LLP. Nothing in this document constitutes legal advice to any person other than the client identified above.
CALDERWOOD & HARKNESS LLP 601 Lexington Avenue New York, New York 10022 Matter No. 1025-00007
Field | Entry
1a. Organization's Name: | Quorum Receivables Funding 2022-1 LLC
1b. Mailing Address: | 400 Atlantic Street, Suite 2200, Stamford, CT 06901
1c. City: | Stamford
1d. State: | CT
1e. Zip Code: | 06901
1f. Country: | United States
Field | Entry
3a. Organization's Name: | Calvoneth Trust Company, National Association
3b. Mailing Address: | 600 Travis Street, Suite 5800
3c. City: | Houston
3d. State: | TX
3e. Zip Code: | 77002
3f. Country: | United States
Field | Entry
Type of Debtor: | The Debtor is a registered organization organized under the laws of a State.
Debtor's Type of Organization: | Limited Liability Company
Debtor's Jurisdiction of Organization: | Delaware
Debtor's Organizational Identification Number: | 7894231 (Delaware Secretary of State File Number)
Reference | Data
Filer's Law Firm Matter No.: | Calderwood & Harkness LLP — Matter No. 1025-00007
Transaction Description: | Quorum Receivables Funding 2022-1 LLC — $500,000,000 Insurance Premium Finance Asset-Backed Securities
Ridgeline Deal ID: | RCM-IPF-2022-0041
Debtor EIN: | 88-1247653
Related Agreement: | This financing statement is filed as additional protection in connection with the Grant of Security Interest (Pledge Agreement) dated as of [●], 2022, by the Debtor in favor of the Secured Party, as Indenture Trustee for the benefit of the holders of the Class A Notes, Class B Notes, and Class C Notes.
Designation | Status
Assignee of Secured Party | Not checked
Debtor is a Trust or Trustee acting with respect to property held in trust | Not checked
Field | Entry
Debtor's Exact Legal Name: | Quorum Receivables Funding 2022-1 LLC
State of Organization: | Delaware
Delaware Secretary of State File Number: | 7894231
Employer Identification Number (EIN): | 88-1247653
Registered Agent: | Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005
Sole Member: | Quorum Receivables Holding LLC
Independent Manager: | Timothy R. Callan (Fortbridge Corporate Services LLC, 1209 Orange Street, Wilmington, Delaware 19801)
Class | Principal Amount | Expected Rating (Moody's / S&P)
Class A Notes | $375,000,000 | Aaa / AAA (anticipated)
Class B Notes | $75,000,000 | Aa2 / AA (anticipated)
Class C Notes | $35,000,000 | A2 / A (anticipated)
Total: | $500,000,000
Attorney | Role | Contact
Douglas Carmichael | Responsible Partner | dcarmichael@calderwoodharkness.com
Yuki Nakamura | Lead Associate | ynakamura@calderwoodharkness.com
Carlos Espinoza | Working Associate (prepared UCC perfection analysis and draft financing statements) | cespinoza@calderwoodharkness.com