Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Account Property" means all financial assets, security entitlements, investment property, cash, instruments, general intangibles, and any other property at any time credited to, or required to be credited to, any Controlled Account, together with all proceeds thereof and all income, dividends, interest,

Section 1.02 — Interpretation (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Indenture. (b) All references herein to Articles, Sections, and Exhibits are to Articles and Sections of, and Exhibits to, this Agreement, unless otherwise specified. (c) Terms defined in the UCC that are used but not otherwise defined in this Agreement

Section 1.03 — UCC Characterization (a) Each Controlled Account shall be, and hereby is, designated as a "securities account" as defined in UCC Section 8-501. (b) All cash, checks, securities, instruments, investment property, and other assets at any time credited to, or required to be credited to, any Controlled Account shall be treated as "financial assets" within the meaning of UCC Section 8-102(a)(9). The Securit

ARTICLE II — ESTABLISHMENT AND MAINTENANCE OF ACCOUNTS

Section 2.01 — Establishment of Controlled Accounts (a) The Securities Intermediary hereby confirms that it has established and will continue to maintain the following accounts, each in the name of the Issuer (Quorum Receivables Funding 2022-1 LLC), on its books and records at its Corporate Trust Office: (i) Collection Account — Account No. [●], titled "Quorum Receivables Funding 2022-1 LLC — Collection Account"; (ii

Section 2.02 — Collection Account (a) All collections on the receivables pool, including without limitation principal payments, interest payments, finance charges, late fees, insurance refund proceeds, recoveries on defaulted receivables, and any other amounts received by or on behalf of the Issuer or the Servicer in respect of the receivables (collectively, "Collections"), shall be deposited by the Servicer into the

Section 2.03 — Payment Account (a) On each Payment Date, amounts shall be transferred from the Collection Account (and, to the extent applicable, from the Reserve Account and the Liquidity Reserve Account) to the Payment Account in accordance with the Payment Waterfall set forth in the Indenture. The Securities Intermediary shall effectuate such transfers based upon the Servicer Report delivered on the related Determ

Section 2.04 — Reserve Account (a) On the Closing Date, the Issuer shall cause to be deposited into the Reserve Account an initial amount equal to [●] (the "Initial Reserve Deposit"). Such Initial Reserve Deposit shall constitute part of the credit enhancement for the Notes. (b) The Reserve Account required balance (the "Required Reserve Account Balance") shall be maintained at the level specified in the Indenture. I

Section 2.05 — Liquidity Reserve Account (a) Proceeds of draws made by the Issuer under the Liquidity Facility Agreement with Northvane Bank, N.A. (which provides a $25,000,000 revolving liquidity facility) shall be deposited into the Liquidity Reserve Account promptly upon receipt by the Issuer. The Liquidity Reserve Account shall be used exclusively for the purposes described in this Section 2.05 and in the Indentu

Section 2.06 — Investment of Funds (a) Amounts on deposit in any Controlled Account shall be invested and reinvested in Eligible Investments at the written direction of the Servicer (prior to a blocked Account Period) or the Securities Intermediary (during a blocked Account Period), in each case in accordance with the terms of this Agreement and the Indenture. The form of written investment direction to be used by th

Section 2.07 — Statements and Records (a) The Securities Intermediary shall furnish monthly account statements for each Controlled Account to the Issuer, the Servicer, and the Indenture Trustee (to the extent acting in a separate capacity), not later than five (5) Business Days following the end of each calendar month. Such statements shall be in a format reasonably acceptable to the Issuer and the Servicer. (b) Each

ARTICLE III — CONTROL OF ACCOUNTS

Section 3.01 — Securities Intermediary's Agreement Regarding Control (a) The Securities Intermediary hereby acknowledges and agrees that it will comply with all Entitlement Orders originated by the Securities Intermediary in its capacity as Indenture Trustee with respect to each Controlled Account and all financial assets and other property credited thereto, without further consent of the Issuer (in its capacity as E

Section 3.02 — Servicer Instructions Prior to blocked Account Period (a) Prior to the delivery of a Shifting Control Notice, the Securities Intermediary shall act on the instructions of the Servicer (QPF) with respect to: (i) the investment of funds on deposit in the Controlled Accounts in Eligible Investments; (ii) transfers of funds between and among the Controlled Accounts; and (iii) distributions from the Payment

Section 3.03 — Shifting Control Notice; blocked Account Period (a) Upon the occurrence and continuance of an Event of Default or an Early Amortization Event under the Indenture, the Securities Intermediary (acting in its capacity as Indenture Trustee) shall promptly deliver a Shifting Control Notice to the Issuer and the Servicer, in substantially the form attached hereto as Exhibit A. The Securities Intermediary sha

Section 3.04 — Termination of blocked Account Period (a) The blocked Account Period shall terminate upon the earliest to occur of: (i) written notice from the Securities Intermediary (acting as Indenture Trustee) to the Issuer and the Servicer that the Event of Default or Early Amortization Event giving rise to the Shifting Control Notice has been cured or waived in accordance with the terms of the Indenture; or (ii)

Section 3.05 — No Other Agreements (a) The Securities Intermediary shall not enter into any agreement with any person (other than the Parties hereto and as contemplated by the Transaction Documents) that purports to grant control over, or a security interest in, any Controlled Account or any financial asset or other property credited thereto. The Securities Intermediary represents that no such agreement is currently

ARTICLE IV — DUTIES AND STANDARD OF CARE OF SECURITIES INTERMEDIARY

Section 4.01 — Duties (a) The Securities Intermediary shall perform only those duties expressly set forth in this Agreement, the Indenture, and the other Transaction Documents. No implied duties or obligations shall be read into this Agreement. The Securities Intermediary shall not be required to take any action that is contrary to this Agreement or applicable law. (b) The Securities Intermediary shall act in accorda

Section 4.02 — Standard of Care (a) The Securities Intermediary shall exercise the same degree of care in the maintenance and administration of the Controlled Accounts and Account Property as it exercises with respect to its own property of a similar nature, but in no event less than a reasonable degree of care. (b) The Securities Intermediary shall not be liable for any loss, cost, damage, expense, or liability resu

Section 4.03 — Reliance; Information (a) The Securities Intermediary may rely conclusively on any officer's certificate, opinion of counsel, notice, instruction, direction, Servicer Report, or other document delivered in connection with this Agreement or the Indenture, and shall be fully protected in acting or refraining from acting in reliance thereon. (b) The Securities Intermediary shall not be charged with knowle

Section 4.04 — No Liability for Servicer Actions (a) The Securities Intermediary shall not be responsible for, and shall have no liability in respect of, the acts or omissions of the Servicer or any sub-servicer appointed by the Servicer, including any failure by the Servicer to collect, remit, or properly allocate Collections, any failure to deliver Servicer Reports on a timely basis, or any errors or omissions in t

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations and Warranties of the Issuer The Issuer hereby represents and warrants to each of the other Parties, as of the date hereof and as of the Closing Date, that: (a) The Issuer 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. 7894231). The Issuer is qualified to do business in e

Section 5.02 — Representations and Warranties of the Servicer The Servicer hereby represents and warrants to each of the other Parties, as of the date hereof and as of the Closing Date, that: (a) QPF is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (Employer Identification Number: 84-2653198). QPF is qualified to do business in each jurisdic

Section 5.03 — Representations and Warranties of the Securities Intermediary The Securities Intermediary hereby represents and warrants to each of the other Parties, as of the date hereof and as of the Closing Date, that: (a) Calvoneth Trust Company, N.A. is a national banking association duly organized and validly existing under the laws of the United States of America, with its Corporate Trust Office located at 600

Section 6.01 — Covenants of the Issuer The Issuer hereby covenants and agrees that, for so long as any Notes remain outstanding or any obligations under the Indenture remain unsatisfied: (a) The Issuer shall not close, terminate, or modify any Controlled Account, or open any new account for the deposit of Collections or other proceeds of the receivables, without the prior written consent of the Securities Intermediar

Section 6.02 — Covenants of the Servicer The Servicer hereby covenants and agrees that, for so long as any Notes remain outstanding or any obligations under the Indenture remain unsatisfied: (a) The Servicer shall deposit, or cause to be deposited, all Collections into the Collection Account in accordance with the time periods and procedures set forth in the Servicing Agreement and Section 2.02 hereof. The Servicer s

Section 6.03 — Covenants of the Securities Intermediary The Securities Intermediary hereby covenants and agrees that, for so long as this Agreement remains in effect: (a) The Securities Intermediary shall maintain each Controlled Account as a separate, segregated account on its books and records, distinct from all other accounts maintained by the Securities Intermediary for its own account or on behalf of any other p

ARTICLE VII — CONCERNING THE SECURITIES INTERMEDIARY

Section 7.01 — Compensation (a) The Securities Intermediary shall be compensated for its services under this Agreement as set forth in the Indenture. Such compensation consists of an annual trustee fee of $35,000, payable in arrears, and an additional fee of $5,000 per Payment Date for the preparation of distribution calculations and related administrative functions. (b) In addition to the foregoing, the Securities I

Section 7.02 — Resignation and Removal (a) The Securities Intermediary may resign from its duties and obligations under this