Contract analysis

Section 1.01 — 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 assigned to such terms in the Indenture. "Account Control Agreement" means that certain Account Control Agreement, dated as of the Closing Date, among the Issuer, the Trustee, and Calvoneth Trust Company, National Associati

Section 1.02 — Rules of Construction Unless the context otherwise requires: (a) References in this Agreement to any agreement, instrument, or document shall be deemed to include references to such agreement, instrument, or document as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms and, where applicable, the terms of the Indenture. (b) Words import

Section 1.03 — Incorporation by Reference Terms defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. In the event of any conflict between a definition set forth herein and a definition of the same term set forth in the Indenture, the definition set forth in the Indenture shall control for purposes of interpreting obligations that are als

ARTICLE II — APPOINTMENT AND DUTIES OF ADMINISTRATOR

Section 2.01 — Appointment (a) The Issuer hereby appoints QIH as Administrator of the Issuer, and QIH hereby accepts such appointment and agrees to perform the duties of the Administrator as set forth herein, effective as of the Closing Date. The appointment of QIH as Administrator shall continue in full force and effect until the termination of this Agreement in accordance with Section 6.05 or the earlier terminatio

Section 2.02 — Duties of the Administrator The Administrator shall perform the following duties on behalf of and, where applicable, in the name of the Issuer: (a) Execution of Documents. The Administrator shall execute, deliver, and file, in the name and on behalf of the Issuer, all documents, certificates, reports, instruments, and notices required to be delivered by the Issuer under any Transaction Document, includ

Section 2.03 — Standard of Care (a) The Administrator shall perform its duties hereunder with the same degree of skill, attention, and care that it exercises in the conduct of its own affairs and with the degree of skill and care customarily exercised by experienced administrators performing similar administrative duties in connection with asset-backed securities transactions of a type and nature similar to the trans

Section 2.04 — Sub-Delegation (a) The Administrator may delegate or subcontract any of its duties hereunder to any Affiliate of the Administrator, including QPF and QRH, provided that: (i) the Administrator shall remain primarily liable for the performance of all duties delegated or subcontracted hereunder, and any such delegation or subcontracting shall not relieve the Administrator of any of its obligations hereund

Section 2.05 — Limitations on Authority The Administrator shall not take any action on behalf of the Issuer that would: (a) cause the Issuer to fail to comply with any separateness covenant or special purpose entity requirement set forth in the LLC Agreement or the Indenture, including without limitation the covenants regarding maintenance of separate existence, separate books and records, separate bank accounts, sep

Section 2.06 — Cooperation with Servicer The Administrator shall coordinate its activities with QPF in QPF's capacity as Servicer under the Servicing Agreement, and shall cooperate with the Servicer to ensure the orderly and efficient administration of the Receivables pool and the timely performance of the obligations of the Issuer under the Transaction Documents. The parties acknowledge and agree, however, that the

ARTICLE III — COMPENSATION AND EXPENSES

Section 3.01 — Administration Fee (a) As compensation for the performance of its duties hereunder, the Administrator shall be entitled to receive from the Issuer an administration fee (the "Administration Fee") in an amount equal to $__ per annum (to be agreed upon by the parties prior to the Closing Date and specified in a side letter or fee schedule to be attached hereto), payable monthly in arrears on each Payment

Section 3.02 — Reimbursement of Expenses (a) In addition to the Administration Fee, the Issuer shall reimburse the Administrator for all reasonable, documented out-of-pocket expenses incurred by the Administrator in the performance of its duties hereunder, including without limitation: (i) fees and expenses of outside legal counsel, accountants, tax advisors, and other professional advisors retained by the Administra

Section 3.03 — Payment Priority The Administration Fee and reimbursable expenses payable to the Administrator hereunder shall be payable in accordance with the following sequential payment waterfall as set forth in the Indenture (which is summarized here for reference purposes only and is subject in all respects to the actual provisions of the Indenture): (1) first, to the Trustee, the Trustee's fees, expenses, and i

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.01 — Representations and Warranties of the Administrator The Administrator hereby represents and warrants to the Issuer and, for the benefit of the Trustee and the Noteholders as third-party beneficiaries hereof, as of the date of this Agreement and as of the Closing Date, as follows: (a) Organization and Good Standing. The Administrator is a corporation duly organized, validly existing, and in good standin

Section 4.02 — Representations and Warranties of the Issuer The Issuer hereby represents and warrants to the Administrator, and for the benefit of the Trustee and the Noteholders as third-party beneficiaries hereof, as of the date of this Agreement and as of the Closing Date, as follows: (a) Organization. The Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws o

Section 5.01 — Covenants of the Administrator The Administrator hereby covenants and agrees as follows: (a) Performance of Duties. The Administrator shall perform all duties set forth in Section 2.02 diligently, in a timely manner, and in accordance with the standard of care set forth in Section 2.03. The Administrator shall devote such time, attention, and resources as are reasonably necessary to ensure the prompt a

Section 5.02 — Covenants of the Issuer The Issuer hereby covenants and agrees as follows: (a) Compliance with Transaction Documents. The Issuer (acting through the Administrator) shall comply with all covenants, terms, and conditions applicable to the Issuer under the Indenture and each other Transaction Document to which the Issuer is a party. The Issuer shall promptly notify the Administrator of any notice received