Contract analysis

I. This Certificate is delivered by the Trustee pursuant to Section [●] of the Indenture and Section [●] of the Note Purchase Agreement, in each case as a condition precedent to the occurrence of the Closing Date and the consummation of the transactions contemplated by the Transaction Documents. J. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such

Section 1. Identity and Authority of Certifying Officer The undersigned, Gerald K. Fontaine, Senior Trust Officer of Calvoneth Trust Company, National Association, having its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002, hereby certifies, in such capacity as a duly authorized officer of the Trustee and not in his individual capacity, as follows: 1.1 Calvoneth Trust Company, National A

Section 2. Acceptance of Appointment 2.1 Indenture Trustee. The Trustee hereby confirms that it has accepted its appointment, and agrees to act, as Indenture Trustee under and pursuant to the Indenture, in accordance with the terms and conditions thereof. In such capacity, the Trustee shall hold the trust estate for the benefit of the Noteholders and shall exercise such rights, powers, and duties as are specifically

Section 3. Receipt of Transaction Documents The Trustee hereby certifies that it has received, reviewed, and found satisfactory in form each of the following executed (or to be executed) documents, each dated as of the Closing Date (unless otherwise indicated), and that copies of such documents are on file at the Corporate Trust Office of the Trustee: (a) the Indenture (execution copy), by and between the Issuer and

Section 4. Receipt of Legal Opinions The Trustee hereby certifies that it has received the following opinion letters, each dated as of the Closing Date and addressed to, or permitting reliance by, the Trustee, and that copies of such opinions are on file at the Corporate Trust Office of the Trustee: (a) the opinion of Calderwood & Harkness LLP, as counsel to the Issuer, regarding the due authorization, execution, del

Section 5. Receipt of Certificates and Other Closing Documents The Trustee hereby certifies that it has received the following certificates and other closing documents, each dated as of the Closing Date (unless otherwise indicated), and that copies of such documents are on file at the Corporate Trust Office of the Trustee: (a) the Closing Certificate of QIH and QPF, executed by authorized officers of each such entity

Section 6. Receipt of Rating Agency Confirmations 6.1 The Trustee hereby certifies that it has received written confirmation from Brindoval Ratings Inc. (Engagement No. CR-SF-2022-08812), dated as of the Closing Date, confirming the assignment of the following final ratings to the Notes: 6.2 The Trustee hereby certifies that it has received written confirmation from Pinnacle Rating Services LLC (Engagement No. PRS-20

Section 7. Establishment of Accounts 7.1 The Trustee hereby confirms that it has established, or will establish on or prior to the Closing Date, the following segregated trust accounts at its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002: (a) the Collection Account — a segregated trust account for the receipt of all collections on the receivables pool, including, without limitation, sc

Section 8. Authentication and Delivery of Notes 8.1 The Trustee hereby confirms that, upon receipt of an Authentication Order from the Issuer in the form prescribed by Section [●] of the Indenture, the Trustee is prepared to authenticate and deliver the following Notes: (a) $375,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes; (b) $75,000,000 aggregate principal amount of Class B Floati

Section 9. Fees 9.1 The Trustee hereby confirms that its acceptance of appointment as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian is subject to the payment of fees and reimbursement of expenses as set forth in the Indenture and in the separate fee letter dated as of [●], 2022, between the Trustee and the Issuer (the "Fee Letter"), including the following: (a) Annual Trus

Section 10. No Event of Default; Readiness to Perform 10.1 The Trustee hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry of the officers and employees of the Trustee who have responsibility for the administration of the trust created by the Indenture), no Event of Default under the Indenture, and no event that with the giving of notice, the passage of time, or both, would constitute

Section 11. No Conflict; Compliance 11.1 The Trustee hereby certifies that neither the execution and delivery by the Trustee of any of the Transaction Documents to which the Trustee is a party, nor the consummation by the Trustee of the transactions contemplated thereby, nor the performance by the Trustee of its obligations thereunder, will (a) violate, conflict with, or result in a breach of any provision of the cha

Section 12. Reliance and Limitation of Liability 12.1 The Trustee makes the certifications contained herein solely in its capacity as Indenture Trustee, Paying Agent, Calculation Agent, Securities Intermediary, and Custodian under and pursuant to the Transaction Documents, and not in its individual or corporate capacity. Nothing contained in this Certificate shall be construed to impose any personal liability on the

Section 13. Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of the date first written above. CALVONETH TRUST COMPANY, NATIONAL

3. Back-Up Servicing Agreement

6. Grant of Security Interest (Pledge Agreement)

9. Receivables Sale Agreement

10. Receivables Transfer Agreement

12. Liquidity Facility Agreement

13. Limited Liability Company Agreement of the Issuer (certified copy)

14. Certificate of Formation of the Issuer (DE SOS File No. 7894231) SCHEDULE B List of Legal Opinions Received (Cross-referencing Section 4) [To be completed at closing. The following opinions are expected to be listed on this schedule:]

1. Calderwood & Harkness LLP — Enforceability Opinion (Indenture and Notes)

2. Calderwood & Harkness LLP — Formation / Good Standing Opinion (QRF 2022-1)

3. Calderwood & Harkness LLP — Formation / Good Standing Opinion (QRH)

4. Calderwood & Harkness LLP — UCC Article 9 Security Interest Perfection Opinion

5. Calderwood & Harkness LLP — True Sale Opinion (QPF to QRH)

6. Calderwood & Harkness LLP — True Sale Opinion (QRH to QRF 2022-1)

7. Calderwood & Harkness LLP — Non-Consolidation Opinion (QRF 2022-1)

8. Calderwood & Harkness LLP — Non-Consolidation Opinion (QRH)

9. Calderwood & Harkness LLP — Securities Act Exemption Opinion (Rule 144A / Regulation S)

10. Calderwood & Harkness LLP — Tax Opinion (Sylvia Hartwell) (Debt Treatment)

11. Ashfield & Greer LLP — Trustee Authorization and Enforceability Opinion

12. Calloway & Brandt LLP — Underwriter's Counsel Opinion (as applicable) SCHEDULE C List of Certificates and Other Closing Deliverables Received (Cross-referencing Section 5) [To be completed at closing. The following certificates and other documents are expected to be listed on this schedule:]

1. Closing Certificate of QIH and QPF

2. Officer's Certificate of QRF 2022-1

3. Secretary's Certificate of QIH (with Board Resolutions and Incumbency)

4. Manager's Certificate of QPF (Sandra Ling-Hwang)

5. Good Standing Certificate — QIH (Delaware)

6. Good Standing Certificate — QPF (Delaware)

7. Good Standing Certificate — QRH (Delaware)

8. Good Standing Certificate — QRF 2022-1 (Delaware)

9. UCC-1 Financing Statement — QPF (debtor) / QRH (secured party)

10. UCC-1 Financing Statement — QRH (debtor) / QRF 2022-1 (secured party)

11. UCC-1 Financing Statement — QRF 2022-1 (debtor) / Calvoneth Trust (secured party)

12. Agreed-Upon Procedures Letter and Comfort Letter — Meridian Ledger LLP (Robert Falcone)

13. Third-Party Verification Report — Veristead Analytics LLC (Katharine Drummond) SCHEDULE D Account Details (Cross-referencing Section 7) [To be completed at closing.] DRAFT — October 12, 2022 — Subject to Completion — Not for Execution Calderwood & Harkness LLP — Matter No. 1025-00007 Class of Notes | Brindoval Ratings Inc. Rating Class A Floating Rate Asset-Backed Notes | AAA(cr) Class B Floating Rate Asset-Backe