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 Control Agreement" means that certain Account Control Agreement dated as of October 12, 2022, among the Issuer, the Servicer, and Calvoneth Trust Company, National Association, as Indenture Trustee and securities intermediary, governing the collection account, the payment account, the reserve ac

Section 1.02 — Interpretation (a) Any reference in this Agreement to any agreement, instrument, or document shall mean such agreement, instrument, or document as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms thereof. (b) The headings and captions in this Agreement are included for convenience of reference only and shall not define, limit, or othe

Section 1.03 — Incorporation by Reference Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Servicing Agreement and the Indenture, as applicable. In the event that a term is defined in both the Servicing Agreement and the Indenture, the definition set forth in the Indenture shall control unless the context requires otherwise.

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.01 — Appointment of Back-Up Servicer The Issuer, with the consent of the Indenture Trustee (such consent being evidenced by the Indenture Trustee's execution of this Agreement), hereby appoints Northvane Bank, National Association as Back-Up Servicer with respect to all Receivables now or hereafter held by the Issuer, and all collections thereon and proceeds thereof, on the terms and conditions set forth in

Section 2.02 — Acceptance by Back-Up Servicer Northvane Bank, National Association hereby accepts its appointment as Back-Up Servicer under this Agreement and agrees to perform the duties and obligations of the Back-Up Servicer as set forth herein, including the maintenance of warm standby readiness and, if required, the assumption of the role of Successor Servicer upon the occurrence of a Servicer Default. Northvane

Section 2.03 — Acknowledgment of Servicer Quorum Premium Finance LLC acknowledges and consents to the appointment of Northvane Bank, National Association as Back-Up Servicer under this Agreement and agrees to cooperate with Northvane in the performance of its duties as described herein, including, without limitation, the data transfer and access obligations set forth in Article III and the transition cooperation obli

Section 2.04 — Acknowledgment of Indenture Trustee Calvoneth Trust Company, National Association, in its capacity as Indenture Trustee under the Indenture, hereby acknowledges the appointment of Northvane Bank, National Association as Back-Up Servicer under this Agreement and acknowledges the role of the Back-Up Servicer in maintaining warm standby readiness and, if necessary, overseeing and implementing the servicin

ARTICLE III — DATA TRANSFER AND ONGOING REPORTING OBLIGATIONS

Section 3.01 — Initial Data Transfer (a) Within 30 days following the Closing Date, the Servicer shall deliver to the Back-Up Servicer a complete electronic Data File containing all information necessary for the Back-Up Servicer to assume servicing of the Receivables pool in the event of a Servicer Default. The Data File shall be delivered in the format and medium specified in Schedule A (Data File Specifications) at

Section 3.02 — Monthly Data File Updates (a) The Servicer shall deliver to the Back-Up Servicer updated Data Files on a monthly basis, within 5 Business Days following the end of each Collection Period. Each monthly update shall be delivered in the format and medium specified in Schedule A (Data File Specifications) and shall include all changes to the Receivables pool since the prior Data File delivery. (b) Each mon

Section 3.03 — Data Verification (a) The Back-Up Servicer shall, within 10 Business Days of receipt of each monthly Data File delivered pursuant to Section 3.02, perform reconciliation and verification procedures to confirm the accuracy and integrity of the data received. Such procedures shall include, at a minimum: (i) verification that the aggregate outstanding pool balance reported in the Data File reconciles to t

Section 3.04 — Access to Servicer Records and Systems (a) The Servicer shall provide the Back-Up Servicer with reasonable access to its origination and servicing systems, including read-only electronic access to the Servicer's loan management platform, for purposes of familiarization with the Servicer's systems and processes and for the maintenance of warm standby readiness. Such access shall be provided within 30 da

Section 3.05 — Confidentiality of Data (a) All data and information received by the Back-Up Servicer from the Servicer, the Issuer, or the Indenture Trustee pursuant to this Agreement, including all Data Files, pool performance data, obligor information, and any other proprietary or confidential information (collectively, "Confidential Information"), shall be treated by the Back-Up Servicer as confidential and propri

ARTICLE IV — WARM STANDBY OBLIGATIONS

Section 4.01 — Maintenance of Systems and Personnel (a) The Back-Up Servicer shall maintain at all times during the term of this Agreement the operational systems, technology infrastructure, and trained personnel necessary to assume servicing of the Receivables pool within the Transition Period specified in Section 5.02. The Back-Up Servicer shall dedicate such resources as are necessary to ensure that it is prepared

Section 4.02 — Periodic Testing (a) Not less than semi-annually during the term of this Agreement, the Back-Up Servicer shall conduct system readiness testing to confirm its ability to assume servicing of the Receivables pool in a timely manner. Each system readiness test shall include, at a minimum, the loading of the most recently received Data File into the Back-Up Servicer's servicing platform and the confirmatio

Section 4.03 — Annual Certification (a) On each anniversary of the Closing Date (and at any other time reasonably requested by the Indenture Trustee upon not less than 15 Business Days' prior written notice), the Back-Up Servicer shall deliver to the Issuer, the Indenture Trustee, and each Rating Agency a written certification, substantially in the form of Schedule C attached hereto, confirming: (i) its continued cap

Section 4.04 — Monitoring of Servicer Performance (a) The Back-Up Servicer shall review the monthly servicer reports delivered by the Servicer under the Servicing Agreement, to the extent such reports are made available to the Back-Up Servicer by the Issuer or the Indenture Trustee, and shall monitor the following performance metrics and indicators: (i) net loss rates, noting that the historical three-year average ne

ARTICLE V — SERVICER DEFAULT AND TRANSITION PROCEDURES

Section 5.01 — Servicer Default Notification (a) Upon the occurrence of a Servicer Default, as defined in the Servicing Agreement, the Indenture Trustee shall promptly notify the Back-Up Servicer in writing of such occurrence, specifying the nature of the Servicer Default and the applicable provision of the Servicing Agreement that has been triggered. The Indenture Trustee shall deliver such notice substantially in t

Section 5.02 — Transition Period (a) The "Transition Period" shall be a period commencing on the date of the Back-Up Servicer's receipt of the Servicer Default notification from the Indenture Trustee and ending on the date that is 60 days thereafter (or such earlier date as the Back-Up Servicer determines, in its reasonable judgment, that it is prepared to assume all servicing duties); provided, however, that the Ind

Section 5.03 — Assumption of Servicing Duties (a) Upon the expiration of the Transition Period (or such earlier date as the Back-Up Servicer delivers written notice to the Issuer and the Indenture Trustee that it is prepared to assume all servicing duties), the Back-Up Servicer shall assume all duties, obligations, and responsibilities of the Servicer under the Servicing Agreement as Successor Servicer. The date on w

Section 5.04 — Transfer of Collections and Accounts (a) All collections received by the Servicer on or after the date of the Servicer Default notice shall be held by the Servicer in trust for the benefit of the Issuer and the Noteholders and shall be remitted by the Servicer to the Indenture Trustee promptly, and in no event later than 2 Business Days following receipt. The Servicer shall maintain records of all such

Section 5.05 — Cooperation of the Issuer and Other Parties (a) The Issuer shall execute such assignments, amendments, consents, and other documents and instruments as are reasonably necessary to effect the transition of servicing responsibilities from the Servicer to the Successor Servicer, including any amendments to the Servicing Agreement, the Account Control Agreement, and other Transaction Documents that may be

Section 5.06 — Notification to Rating Agencies (a) Upon the occurrence of a Servicer Default and the commencement of transition procedures under this Article V, the Issuer (or the Back-Up Servicer on its behalf) shall promptly notify each Rating Agency in writing of such occurrence. (b) Notifications shall be delivered to: (i) Brindoval Ratings Inc., Attention: Andrew Petrosian, Lead Analyst, Engagement No. CR-SF-202

ARTICLE VI — BACK-UP SERVICER COMPENSATION

Section 6.01 — Back-Up Servicer Fee (a) In consideration of the Back-Up Servicer's performance of its warm standby obligations under this Agreement, the Issuer shall pay the Back-Up Servicer an annual fee of $50,000 (the "Back-Up Servicer Fee"), payable quarterly in arrears in equal installments of $12,500 per quarter. (b) The Back-Up Servicer Fee shall accrue from the Closing Date and shall be payable on each quarte

Section 6.02 — Successor Servicer Compensation (a) If the Back-Up Servicer assumes the role of Successor Servicer pursuant to Article V, it shall be entitled to receive the Servicing Fee in the amount of 1.00% per annum calculated on the outstanding pool balance of the Receivables, payable monthly from collections, in lieu of the Back-Up Servicer Fee. The transition from the Back-Up Servicer Fee to the Servicing Fee

Section 6.03 — Transition Costs (a) Reasonable, documented out-of-pocket costs and expenses incurred by the Back-Up Servicer in connection with the transition from the Servicer to the Back-Up Servicer as Successor Servicer (the "Transition Costs"), including, without limitation, systems integration costs, data migration expenses, legal fees, regulatory compliance costs, staffing and training costs, and carrier notifi

Section 6.04 — Taxes (a) All fees payable to the Back-Up Servicer under this Agreement, including the Back-Up Servicer Fee, the Servicing Fee (if applicable), and reimbursement of Transition Costs, shall be exclusive of any applicable taxes, including any federal, state, or local sales, use, excise, value-added, or similar taxes. (b) The Issuer shall be responsible for any withholding taxes that may be required to be

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.01 — Representations and Warranties of the Back-Up Servicer Northvane Bank, National Association hereby represents and warrants to the Issuer, the Servicer, and the Indenture Trustee, as of the date hereof and as of the Closing Date, as follows: (a) Organization and Authority. Northvane is a national banking association duly organized, validly existing, and in good standing under the laws of the United Stat

Section 7.02 — Representations and Warranties of the Servicer Quorum Premium Finance LLC hereby represents and warrants to the Issuer, the Back-Up Servicer, and the Indenture Trustee, as of the date hereof and as of the Closing Date, as follows: (a) Organization and Authority. QPF is a Delaware limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, an