Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement or, if not defined therein, in the Indenture. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common c

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) words in the singular shall include the plural and vice versa; (b) references to any gender shall include references to all genders; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) references to "herein," "hereof," "hereunder," and words of similar import shall ref

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment The Company hereby appoints and engages the Service Provider to provide an individual to serve as Independent Manager of the Company on the Board of Managers, in accordance with the terms and conditions of this Agreement and the LLC Agreement. The Service Provider hereby designates Timothy R. Callan as the individual to serve as Independent Manager of the Company. Such appointment shall be e

Section 2.2 — Acceptance The Service Provider hereby accepts the engagement set forth in Section 2.1 and agrees to cause Timothy R. Callan to serve as Independent Manager of the Company for the term of this Agreement, subject to the terms and conditions set forth herein. Timothy R. Callan, by his execution of this Agreement on the signature page hereto, hereby accepts his appointment as Independent Manager of the Com

Section 2.3 — Qualification The Service Provider represents and warrants to the Company that, as of the date hereof, Timothy R. Callan meets all of the requirements of an Eligible Independent Manager as defined in Section 1.1 of this Agreement. The Service Provider shall cause the Independent Manager to satisfy such requirements at all times during the term of this Agreement. The Service Provider shall promptly (and

Section 2.4 — No Authority Over Day-to-Day Operations The Independent Manager shall not participate in, or have authority over, the day-to-day business operations or management of the Company, other than as specifically required to consider, consent to, or vote on Material Actions as contemplated by this Agreement and the LLC Agreement. The Independent Manager shall have no authority to bind the Company, to execute a

ARTICLE III — DUTIES AND OBLIGATIONS

Section 3.1 — Duties of the Independent Manager The Independent Manager shall have the following duties and obligations: (a) Consideration of Material Actions. Prior to consenting to or voting in favor of any Material Action (including any Bankruptcy Action), the Independent Manager shall consider the interests of the Company and its creditors, including without limitation the holders of the Class A Notes, the Class

Section 3.2 — Fiduciary Duties To the fullest extent permitted under the Delaware Limited Liability Company Act (6 Del. C. § 18-1101(c)), the Independent Manager's fiduciary duties shall be as set forth in this Agreement and the LLC Agreement. The parties intend that the LLC Agreement modify, to the maximum extent permitted by applicable law, any fiduciary duties that the Independent Manager might otherwise owe, and

Section 3.3 — Replacement of Independent Manager The Service Provider shall have the right, and upon the occurrence of any of the events described below shall have the obligation, to designate a replacement Independent Manager who satisfies all of the requirements of an Eligible Independent Manager, upon the occurrence of any of the following events: (a) the death or permanent incapacity of the then-serving Independe

Section 3.4 — Separateness Obligations The Independent Manager shall cooperate with the Company in maintaining the Company's separateness from QRH, QPF, QIH, and their respective Affiliates, including, without limitation, by taking such actions as are reasonably within the Independent Manager's authority to assist in ensuring that: (a) the Company maintains its own books and records separate from those of any other P

ARTICLE IV — COMPENSATION AND EXPENSES

Section 4.1 — Annual Fee In consideration of the Service Provider's obligation to make the Independent Manager available to serve in such capacity, the Company shall pay the Service Provider an annual fee (the "Annual Fee") in the amount set forth on Schedule A attached hereto, payable in advance on each anniversary of the effective date of this Agreement (or, with respect to the initial year, on the Closing Date). I

Section 4.2 — Reimbursement of Expenses The Company shall reimburse the Service Provider and the Independent Manager for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of duties under this Agreement, including, without limitation, travel expenses (including airfare, ground transportation, hotel accommodations, and meals) for attendance at meetings of the Board of Mana

Section 4.3 — No Additional Compensation The Independent Manager shall not receive, and the Service Provider shall not permit the Independent Manager to receive, any compensation from QPF, QRH, QIH, or any of their respective Affiliates for serving as Independent Manager of the Company, other than the compensation payable hereunder through the Service Provider. The foregoing shall not prohibit the Independent Manager

ARTICLE V — TERM AND TERMINATION

Section 5.1 — Term This Agreement shall be effective as of August 3, 2022 and shall continue in full force and effect until the earliest to occur of: (a) the date on which no Notes remain outstanding under the Indenture, including the date on which all Notes have been paid in full or the legal final maturity date of the Notes (which is the date that is forty-two (42) months from the Closing Date of the Transaction),

Section 5.2 — Termination This Agreement may be terminated prior to the expiration of the term set forth in Section 5.1 as follows: (a) By the Company. The Company may terminate this Agreement, with the prior written consent of Calvoneth Trust Company, N.A. (in its capacity as Indenture Trustee), upon not less than thirty (30) days' prior written notice to the Service Provider; provided, that such termination shall n

Section 5.3 — Survival The indemnification obligations set forth in Article VI, the non-petition covenant set forth in Section 8.3, and the confidentiality obligations set forth in Section 8.4 shall survive the termination or expiration of this Agreement. In addition, the provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive.

ARTICLE VI — INDEMNIFICATION AND LIABILITY

Section 6.1 — Indemnification of Independent Manager and Service Provider The Company shall indemnify, defend, and hold harmless the Independent Manager and the Service Provider and their respective officers, directors, members, managers, employees, agents, successors, and assigns (each, an "Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages,

Section 6.2 — Limitation of Liability The Independent Manager and the Service Provider shall not be liable to the Company, QRH, QPF, QIH, Calvoneth Trust Company, N.A. (whether in its individual capacity or as Indenture Trustee), any holder of the Notes, or any other Person for any act or omission taken or suffered by the Independent Manager or the Service Provider in good faith and reasonably believed to be within t

Section 6.3 — No Personal Liability of Independent Manager The Independent Manager shall not have any personal liability for any obligation or liability of the Company arising under this Agreement, the LLC Agreement, the Indenture, or any other Transaction Document, except to the extent expressly provided herein. No recourse shall be had against the Independent Manager's personal assets for satisfaction of any obliga

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations of the Service Provider The Service Provider hereby represents and warrants to the Company as of the date hereof as follows: (a) Organization and Good Standing. The Service Provider is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal office located at 1209 Orange Street, Wilmington, DE 19801. Th

Section 7.2 — Representations of the Company The Company hereby represents and warrants to the Service Provider as of the date hereof as follows: (a) Organization and Good Standing. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE SOS File No. 7894231), with its registered agent being Ashgrove Services Inc., 28 Liberty Street

Section 8.1 — Compliance with LLC Agreement and Indenture The Service Provider shall cause the Independent Manager to comply with the terms and provisions of the LLC Agreement and, to the extent applicable, the Indenture, in the performance of his duties as Independent Manager. The Independent Manager shall not take any action, or consent to any action, that would be inconsistent with the separateness covenants, non-

Section 8.2 — Notification Obligations The Service Provider shall promptly (and in any event within two (2) Business Days) notify the Company and Calvoneth Trust Company, N.A. (in its capacity as Indenture Trustee) in writing of: (a) any change in the Independent Manager's eligibility status, including any event or circumstance that causes or would reasonably be expected to cause the Independent Manager to cease to s

Section 8.3 — Non-Petition Covenant The Service Provider and the Independent Manager each hereby covenant and agree that they shall not, prior to the date that is one (1) year and one (1) day (or, if longer, the applicable preference period under the Bankruptcy Code plus one (1) day) after the date on which all Notes issued under the Indenture have been paid in full and no further obligations remain outstanding there

Section 8.4 — Confidentiality The Independent Manager and the Service Provider shall treat as confidential all non-public information regarding the Company, the Transaction, the receivables pool, and any other information received by the Independent Manager or the Service Provider in connection with the performance of duties under this Agreement (collectively, "Confidential Information"), and shall not disclose any C

Section 9.1 — Notices All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered by hand, (b) one (1) Business Day after being sent by nationally recognized overnight courier service (with tracking capability), (c) three (3) Business Days after being sent by certified or registered mail, return rec

Section 9.2 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflict of laws thereof that would require or permit the application of the laws of any other jurisdiction. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States

Section 9.3 — Amendments This Agreement may not be amended, modified, supplemented, or waived except by a written instrument signed by the Company and the Service Provider, and with the prior written consent of Calvoneth Trust Company, N.A. (in its capacity as Indenture Trustee) so long as any Notes remain outstanding under the Indenture. No failure or delay by any party in exercising any right, power, or privilege u

Section 9.4 — Assignment Neither party may assign its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party and of Calvoneth Trust Company, N.A. (in its capacity as Indenture Trustee). Any purported assignment in violation of this Section 9.4 shall be null and void and of no force or effect. Subject to the foregoing, this Agreement shall be binding upon,

Section 9.5 — Third-Party Beneficiaries Calvoneth Trust Company, N.A., in its capacity as Indenture Trustee for the benefit of the holders of the Notes, and the holders of the Notes, are intended third-party beneficiaries of this Agreement, particularly with respect to Articles II, III, V, VI, and VIII. Such third-party beneficiaries shall have the right to enforce their rights hereunder directly, subject to the term

Section 9.6 — Entire Agreement This Agreement, together with the LLC Agreement and the Schedules and Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, between the parties with respect to such subject

Section 9.7 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, statute, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been

Section 9.8 — Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manually executed original

Section 9.9 — Headings The headings of the Articles, Sections, Schedules, and Exhibits of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or to affect the meaning or interpretation of this Agreement.

Section 9.10 — No Partnership or Agency Nothing in this Agreement shall be deemed to create a partnership, joint venture, or principal-agent relationship between the Service Provider and the Company (other than the appointment of the Independent Manager as a manager of the Company as specifically provided in this Agreement and the LLC Agreement). Neither the Service Provider nor the Independent Manager shall have the

I. Eligible Independent Manager — Definition An "Eligible Independent Manager" is a natural person who, at the time of his or her designation and at all times during his or her service as Independent Manager of the Company, satisfies all of the following requirements: (a) such person is not, and has not been at any time during the five (5) year period preceding his or her designation (or, with respect to ongoing serv