Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the LLC Agreement. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For the avoidance of

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment of Independent Manager. Effective as of August 3, 2022, QRH hereby appoints Eleanor M. Vasquez as Independent Manager of the Company, pursuant to and in accordance with the LLC Agreement and the Delaware LLC Act. This appointment is made in satisfaction of the requirement set forth in the LLC Agreement that QRH maintain at least one independent manager who satisfies the independence criteria

Section 2.2 — Acceptance. Eleanor M. Vasquez hereby accepts the appointment as Independent Manager of QRH and agrees to perform the duties and obligations set forth herein and in the LLC Agreement faithfully and in accordance with applicable law. By executing this Agreement, Ms. Vasquez confirms that she has reviewed the LLC Agreement, the Certificate of Formation of QRH, and the material terms of the Transaction Doc

Section 2.3 — Relationship to LLC Agreement. The terms of this Agreement shall be read in conjunction with the LLC Agreement, and the provisions hereof are intended to supplement and complement the provisions of the LLC Agreement relating to the Independent Manager. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the LLC Agreement with respect to the Indepe

Section 2.4 — No Fiduciary Duties to Affiliates. The Independent Manager owes fiduciary duties solely to QRH and, to the extent required by the Transaction Documents and applicable law, to the creditors of QRH (including, without limitation, QRF 2022-1 as transferee of receivables and the Noteholders as indirect beneficiaries of the bankruptcy-remote structure of QRH). The Independent Manager does not owe, and shall

ARTICLE III — DUTIES AND RESPONSIBILITIES OF INDEPENDENT MANAGER

Section 3.1 — General Duties. The Independent Manager shall serve in the capacity of a "manager" of QRH as defined in the LLC Agreement and the Delaware LLC Act. In such capacity, the Independent Manager shall be entitled to all of the rights, powers, protections, and indemnities afforded to a manager of QRH under the LLC Agreement, the Delaware LLC Act, and this Agreement. The Independent Manager shall consider the

Section 3.2 — Consent Rights / Material Actions. No Material Action may be taken by QRH, its managers, its Sole Member, or any Person acting on behalf of QRH, without the prior unanimous written consent of all managers of QRH, including the Independent Manager. The requirement for the affirmative vote or written consent of the Independent Manager is a fundamental term of this Agreement and the LLC Agreement and is es

Section 3.3 — Separateness Oversight. The Independent Manager shall use reasonable efforts to ensure that QRH observes and complies with the Separateness Covenants set forth in the LLC Agreement, including, without limitation, the following: (a) Maintaining books of account and financial records separate and apart from those of QPF, QIH, and all other Affiliates; (b) Maintaining bank accounts and other deposit accoun

Section 3.4 — Limitation on Duties. The Independent Manager shall have no duty or obligation to manage the day-to-day business, operations, or affairs of QRH. The Independent Manager shall not be required to attend to the ordinary administration of the Company's business, including the acquisition, transfer, or servicing of receivables, the maintenance of books and records (except as related to her role as Independen

Section 3.5 — No Authority to Bind. Except as expressly set forth in this Agreement and the LLC Agreement with respect to Material Actions, the Independent Manager shall have no authority to bind QRH, enter into contracts or agreements on behalf of QRH, execute documents or instruments on behalf of QRH, incur any obligations or liabilities on behalf of QRH, or take any action on behalf of QRH. The Independent Manager

ARTICLE IV — QUALIFICATIONS AND INDEPENDENCE REQUIREMENTS

Section 4.1 — Independence Criteria. Eleanor M. Vasquez represents and warrants to QRH and Fortbridge that she satisfies all of the following independence criteria as of the date of this Agreement and covenants that she shall continue to satisfy each of such criteria throughout the entire period of her service as Independent Manager: (a) She is not, and has not been at any time during the five (5) years preceding the

Section 4.2 — Ongoing Compliance. The Independent Manager shall promptly (and in any event within five (5) business days) notify QRH and Fortbridge in writing if at any time during the term of this Agreement she ceases to satisfy, or has reason to believe that she may cease to satisfy, any of the independence criteria set forth in Section 4.1. If the Independent Manager ceases to satisfy any such independence criteri

Section 4.3 — No Dual Roles. For the avoidance of doubt, it is acknowledged and agreed that service as an independent manager or independent director of QRF 2022-1 is a separate role from service as Independent Manager of QRH, and the same individual may not serve as Independent Manager of both QRH and QRF 2022-1 simultaneously. As of the date hereof, Timothy R. Callan serves as the independent manager of QRF 2022-1

Section 5.1 — Fees. In consideration of the services provided by Fortbridge and the Independent Manager hereunder, QRH shall pay Fortbridge an annual fee for the services of the Independent Manager in the amount and on the terms set forth in the Fee Schedule attached hereto as Exhibit A and incorporated herein by reference. Such annual fee shall be payable in advance on the Effective Date and on each anniversary of t

Section 5.2 — Expense Reimbursement. In addition to the annual fee set forth in Section 5.1, QRH shall reimburse Fortbridge and the Independent Manager for all reasonable and documented out-of-pocket expenses actually incurred in connection with the performance of duties hereunder, including, without limitation, travel expenses (to the extent travel is reasonably required in connection with the Independent Manager's

Section 5.3 — Payment Source. All fees and expenses payable under this Article V shall be payable from QRH's own funds and shall constitute obligations solely of QRH. Such fees and expenses shall not constitute a claim against, or obligation of, QPF, QIH, or any other Affiliate, except to the extent that QIH or QPF provides funding to QRH for such purpose pursuant to the LLC Agreement, the Administration Agreement, o

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations of QRH. QRH hereby represents and warrants to Fortbridge and the Independent Manager as follows: (a) QRH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, Delaware Secretary of State File No. 7894228. (b) QRH has all requisite limited liability company power and authority to enter into this Agreement, to perform

Section 6.2 — Representations of Fortbridge. Fortbridge hereby represents and warrants to QRH and the Independent Manager as follows: (a) Fortbridge is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Fortbridge has all requisite limited liability company power and authority to enter into this Agreement, to perform its obligations hereunde

Section 6.3 — Representations of the Independent Manager. Eleanor M. Vasquez hereby represents and warrants to QRH and Fortbridge as follows: (a) She satisfies each and every one of the independence criteria set forth in Section 4.1 of this Agreement. (b) She has the legal capacity to enter into this Agreement and to perform the duties and obligations contemplated herein. (c) She has reviewed the LLC Agreement and th

ARTICLE VII — INDEMNIFICATION AND LIMITATION OF LIABILITY

Section 7.1 — Indemnification of Independent Manager. QRH shall, to the fullest extent permitted by applicable law (including the Delaware LLC Act), indemnify, defend, and hold harmless the Independent Manager and Fortbridge (each, an "Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, or investigative), judgments, losses, liabilitie

Section 7.2 — Limitation of Liability. The Independent Manager shall not be personally liable to QRH, QPF, QIH, or any other Person for any act or omission taken or suffered by her in good faith and in a manner that she reasonably believed to be in, or not opposed to, the best interests of QRH and its creditors. The Independent Manager shall not be liable for errors of judgment or for any act or omission in the perfo

Section 7.3 — Indemnification of QRH. Fortbridge shall indemnify, defend, and hold harmless QRH from and against any and all Losses arising out of, resulting from, or related to the willful misconduct, bad faith, or gross negligence of Fortbridge or the Independent Manager in connection with the Independent Manager's service hereunder, as finally determined by a court of competent jurisdiction (from which no appeal m

Section 7.4 — Survival. The indemnification obligations and other provisions of this Article VII shall survive the termination of this Agreement, the resignation or removal of the Independent Manager, and the dissolution of QRH, and shall remain in full force and effect with respect to any Losses arising out of or related to events occurring during the term of this Agreement or the period of the Independent Manager's

Section 7.5 — Advancement of Expenses. Upon written request by an Indemnified Party, QRH shall advance to such Indemnified Party, prior to the final disposition of any proceeding, any and all reasonable expenses (including reasonable attorneys' fees and disbursements) incurred by such Indemnified Party in defending or investigating any proceeding for which indemnification may be available under this Article VII; prov

ARTICLE VIII — TERM, RESIGNATION, AND REMOVAL; SUCCESSOR APPOINTMENT

Section 8.1 — Term. This Agreement shall be effective as of August 3, 2022, and shall continue in effect until the earliest of: (a) the termination of this Agreement by mutual written consent of all Parties hereto, provided that any such termination shall not be effective unless and until a successor Independent Manager has been appointed in accordance with this Article VIII and accepted such appointment; (b) the dis

Section 8.2 — Resignation. The Independent Manager may resign from her position as Independent Manager of QRH upon not less than ninety (90) days' prior written notice to QRH and Fortbridge. A notice of resignation by the Independent Manager shall not relieve the Independent Manager of her obligations hereunder and shall not be effective until a successor Independent Manager satisfying the independence criteria set f

Section 8.3 — Removal. The Independent Manager may be removed by QRH only for Cause. Any removal of the Independent Manager for Cause shall be effected by written notice to the Independent Manager and Fortbridge specifying in reasonable detail the grounds for such removal. Removal of the Independent Manager shall not be effective until a successor Independent Manager satisfying the independence criteria set forth in

Section 8.4 — Successor Appointment. If the Independent Manager resigns, is removed, becomes permanently incapacitated (as determined in good faith by Fortbridge), or dies, Fortbridge shall, within thirty (30) days after the occurrence of such event (or, in the case of resignation, within thirty (30) days after the delivery of the notice of resignation), designate a qualified successor Independent Manager who satisfi

Section 8.5 — Continuity Obligation. Notwithstanding the delivery of a notice of resignation or the occurrence of any event that would otherwise result in the termination of the Independent Manager's service, the Independent Manager shall continue to serve as Independent Manager of QRH until a successor Independent Manager has been duly appointed and has accepted such appointment by executing the joinder or supplemen

ARTICLE IX — RELATIONSHIP OF THE PARTIES

Section 9.1 — Independent Contractor. Fortbridge and the Independent Manager are, and at all times shall remain, independent contractors of QRH. Neither Fortbridge nor the Independent Manager is, nor shall be deemed to be, an employee, agent, partner, or joint venturer of QRH, QPF, QIH, or any Affiliate. Nothing in this Agreement shall be construed to create any employment, joint venture, partnership, or agency relat

Section 9.2 — Other Engagements. Fortbridge and the Independent Manager may provide similar independent manager, independent director, or other corporate governance services to other Persons, including other SPVs in structured finance transactions, real estate finance transactions, and similar arrangements, without the consent or approval of QRH, provided that such service does not (a) create a conflict of interest t

Section 10.1 — Confidentiality Obligations. The Independent Manager and Fortbridge shall keep strictly confidential and shall not, without the prior written consent of QRH, disclose to any Person (other than their respective legal counsel, accountants, and professional advisors who are bound by obligations of confidentiality) any non-public information regarding QRH, the Transaction, QPF, QIH, the Transaction Documen

Section 10.2 — Exceptions. The confidentiality obligations set forth in Section 10.1 shall not apply to Confidential Information that: (a) is or becomes publicly available or generally known to the public through no fault, act, or omission of the Independent Manager or Fortbridge; (b) was already known to the Independent Manager or Fortbridge prior to its disclosure by QRH or any Affiliate, as evidenced by written re

Section 11.1 — Notice Provisions. All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be delivered by hand delivery, by a nationally recognized overnight courier service (such as Sundial Data Systems, Harborline Partners LLC, or Tarrant & Co.), or by United States certified mail, return receipt requested, postage prepaid, and shall be addresse

Section 11.2 — Effectiveness of Notices. Notices delivered in accordance with Section 11.1 shall be deemed effective and received as follows: (a) if delivered by hand, upon actual receipt by the addressee; (b) if sent by nationally recognized overnight courier, one (1) business day after deposit with such courier, with all charges prepaid and proper address indicated; or (c) if sent by United States certified mail, r

ARTICLE XII — MISCELLANEOUS PROVISIONS

Section 12.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would cause the application of the laws of any other jurisdiction. Each Party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court d

Section 12.2 — Entire Agreement. This Agreement, together with the LLC Agreement and the Exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to such subject matter.

Section 12.3 — Amendment. This Agreement may be amended, modified, supplemented, or waived only by a written instrument duly executed by all Parties hereto; provided, however, that no amendment, modification, supplement, or waiver shall be made without the prior written consent of (a) QRF 2022-1 (as transferee of receivables from QRH) and (b) Calvoneth Trust Company, N.A. (as indenture trustee under the Indenture), t

Section 12.4 — Assignment. Neither this Agreement nor any right, interest, or obligation hereunder may be assigned, transferred, or delegated by any Party without the prior written consent of all other Parties; provided, however, that Fortbridge may assign its rights and obligations under this Agreement to a successor entity that provides independent manager or independent director services, subject to the prior writ

Section 12.5 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or the remaining portion of the affected provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or u

Section 12.6 — No Third-Party Beneficiaries. Except as expressly set forth in this Section 12.6, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, or remedy of any kind. Notwithstanding the foregoing, the Parties hereby acknowledg

Section 12.7 — Waiver. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless in writing and signed by the Party to be charged with such waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclud

Section 12.8 — Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or electronic transmission (including in .pdf or similar format) shall be effective as delivery of an original exec

Section 12.9 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

Section 12.10 — Registered Agent. QRH's registered agent for service of process in the State of Delaware is Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005 (or at such other address as Ashgrove Services Inc. may maintain as its address for receipt of process), as reflected in QRH's Certificate of Formation on file with the Delaware Secretary of State.

Section 12.11 — Further Assurances. Each Party shall execute and deliver such additional documents, instruments, and agreements, and take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement. [Signature Pages Follow] IN WITNESS WHEREOF, the Parties have caused this Independent Manager Agreement to be duly executed as of the date first written abov

1. Annual Independent Manager Fee. QRH shall pay Fortbridge an annual fee of Three Thousand Five Hundred Dollars ($3,500.00) for the services of the Independent Manager provided under the Agreement (the "Annual Fee"). The Annual Fee covers all standard services to be provided by the Independent Manager in connection with her role, including the review of materials, the provision or withholding of consent with respect

2. Payment Terms. The Annual Fee shall be payable in advance as follows: (a) The initial Annual Fee shall be due and payable on the Effective Date of the Agreement (August 3, 2022). (b) Thereafter, the Annual Fee shall be due and payable on each anniversary of the Effective Date during the term of the Agreement. (c) If the Agreement terminates prior to the end of any annual period, no pro rata refund of the Annual Fe