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 the Account Control Agreement dated as of [●], 2022, among the Owner, Calvoneth Trust Company, National Association, in its capacity as securities intermediary, and Calvoneth Trust Company, National Association, in its capacity as Trustee, as the same may be amended, sup

Section 1.02 — Rules of Interpretation Unless the context of this Agreement otherwise requires: (a) References herein to "Articles," "Sections," "Exhibits," and "Schedules" are references to the Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise specified. (b) Words importing the singular include the plural and vice versa, and words importing any gender include all genders. (c) The heading

Section 1.03 — Incorporation by Reference Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture. In the event of any conflict or inconsistency between the definitions set forth in this Agreement and the definitions set forth in the Indenture, the definitions set forth in this Agreement shall control for purposes of this Agreement.

ARTICLE II — APPOINTMENT OF CUSTODIAN; DELIVERY OF RECEIVABLE FILES

Section 2.01 — Appointment (a) The Owner hereby appoints Calvoneth Trust Company, National Association as Custodian of the Receivable Files relating to the Receivables held by the Owner, and Calvoneth Trust hereby accepts such appointment and agrees to act as Custodian, subject to and in accordance with the terms and conditions of this Agreement. (b) The Custodian shall hold the Receivable Files at its Corporate Trus

Section 2.02 — Receivable Files For each Receivable included in the pool (whether as part of the initial pool as of the Cut-Off Date or added during the Revolving Period), the "Receivable File" shall consist of the following documents: (a) The original or a true and correct copy of the executed premium finance agreement (i.e., the loan agreement between the Obligor and QPF), together with any schedules, annexes, or a

Section 2.03 — Initial Delivery (a) On or prior to the Closing Date, QPF (in its capacity as the initial Servicer) shall deliver, or cause to be delivered, to the Custodian at its Corporate Trust Office, the Receivable Files for all Receivables in the initial pool. The initial pool consists of approximately 82,400 insurance premium finance loans with an aggregate outstanding principal balance of $612,000,000 as of th

Section 2.04 — Additions During Revolving Period (a) During the Revolving Period (the twenty-four (24) month period commencing on the Closing Date), when additional Eligible Receivables are added to the pool pursuant to the Receivables Sale Agreement and the Receivables Transfer Agreement, the Servicer shall deliver the related Receivable Files to the Custodian within five (5) Business Days of the date on which such

Section 2.05 — Document Deficiencies (a) If the Custodian identifies a deficiency in any Receivable File upon initial delivery, upon addition during the Revolving Period, or at any time during the Custodian's periodic review of the Receivable Files, the Custodian shall provide written notice of such deficiency (a "Deficiency Notice") to the Owner and the Servicer within ten (10) Business Days following discovery of s

ARTICLE III — DUTIES OF THE CUSTODIAN

Section 3.01 — Safekeeping (a) The Custodian shall hold and safeguard all Receivable Files delivered to it pursuant to this Agreement with the same degree of care as it exercises with respect to similar documents maintained for its own account or for its other institutional custodial clients, and in no event less than reasonable care, in compliance with all applicable laws, rules, and regulations. (b) Physical Receiv

Section 3.02 — Segregation (a) All Receivable Files shall be segregated from the Custodian's own property and from the property of other clients of the Custodian. Physical Receivable Files shall be stored in separate, designated storage areas or containers clearly labeled to indicate that they are the property of the Owner and are held subject to the terms of this Agreement. (b) All Receivable Files, whether held in

Section 3.03 — Record Maintenance (a) The Custodian shall maintain a complete and accurate schedule or inventory (the "Custodian Inventory") of all Receivable Files in its possession. The Custodian Inventory shall be updated on an ongoing basis as Receivable Files are added during the Revolving Period, as Receivable Files are released upon Receivable payoff, liquidation, or for servicing purposes, and as documents ar

Section 3.04 — Review and Certification (a) Initial Review. Within sixty (60) days following the Closing Date, the Custodian shall complete an initial review of the Receivable Files delivered to it in connection with the initial pool and shall deliver to the Owner and the Trustee a Custodian Certification in substantially the form attached hereto as Exhibit A. Such Custodian Certification shall certify: (i) The total

Section 3.05 — Release of Receivable Files (a) The Custodian shall release Receivable Files from its possession only under the following circumstances: (i) Release for Servicing Purposes. Upon written request of the Servicer (or the Back-Up Servicer or any successor servicer), for purposes of servicing, including, without limitation, collection efforts, modification, restructuring, or enforcement of the related Recei

Section 3.06 — Access and Audit Rights The Owner, the Trustee, the Servicer, the Back-Up Servicer (Northvane Bank, N.A.), the Rating Agencies (Brindoval Ratings Inc. and Pinnacle Rating Services LLC), the independent auditors of the Owner and QPF (Meridian Ledger LLP), and the verification agent (Veristead Analytics LLC) shall each have the right, upon reasonable prior written notice to the Custodian (not less than f

Section 3.07 — Cooperation with Back-Up Servicer and Successor Servicer (a) In the event of a servicer default, a servicer termination event, or any other event that results in the appointment of a successor servicer under the Servicing Agreement, the Custodian shall cooperate fully and in a timely manner with Northvane Bank, N.A. (in its capacity as Back-Up Servicer) or any other successor servicer in transitioning

Section 3.08 — No Duty to Investigate or Verify (a) The Custodian has no duty or obligation to investigate, verify, or determine the accuracy, genuineness, completeness, or validity of any document constituting a Receivable File, or to determine whether any Receivable satisfies the Eligible Receivable criteria or any other criteria set forth in the Related Documents. The Custodian's duties under this Agreement are li

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.01 — Representations and Warranties of the Owner The Owner hereby represents and warrants to the Custodian as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. The Owner 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 sole member of the Own

Section 4.02 — Representations and Warranties of the Custodian The Custodian hereby represents and warrants to the Owner as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. Calvoneth Trust Company, National Association 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

ARTICLE V — CUSTODIAN'S STANDARD OF CARE; LIABILITY

Section 5.01 — Standard of Care The Custodian shall exercise the same degree of care in the safekeeping, handling, and administration of the Receivable Files as it exercises with respect to similar documents maintained for its own account or for its other institutional custodial clients, but in no event less than the degree of care that a reasonably prudent national banking association acting in a custodial capacity

Section 5.02 — Limitation of Liability (a) The Custodian shall not be liable for any losses, claims, damages, liabilities, costs, or expenses of any kind or nature whatsoever except to the extent that such losses, claims, damages, liabilities, costs, or expenses are directly caused by the Custodian's own negligence, willful misconduct, bad faith, or material breach of its obligations under this Agreement. (b) In no e

Section 5.03 — Reliance (a) The Custodian may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, certificate, request, direction, consent, resolution, opinion, report, document, or other instrument that the Custodian in good faith reasonably believes to be genuine and to have been signed, executed, or delivered by the proper person or authority.

Section 5.04 — No Implied Duties The Custodian shall have no duties or obligations other than those expressly set forth in this Agreement. No implied covenants, duties, or obligations shall be read into this Agreement against the Custodian. The Custodian shall not be deemed to have a fiduciary relationship with any party hereto or any Noteholder, except to the extent expressly set forth in this Agreement. Nothing in

ARTICLE VI — COMPENSATION AND EXPENSES

Section 6.01 — Custodian Fee (a) In consideration of the Custodian's services hereunder, the Owner shall pay to the Custodian the Custodian Fee as set forth in the Fee Schedule attached hereto as Exhibit C. The Custodian Fee is included within the aggregate Trustee/Custodian fee payable to Calvoneth Trust Company, National Association in its multiple capacities under the Related Documents. As set forth in the Fee Sch

Section 6.02 — Expense Reimbursement (a) The Owner shall reimburse the Custodian for all reasonable and documented out-of-pocket expenses incurred by the Custodian in the performance of its duties under this Agreement, including, without limitation: (i) storage costs and facility costs attributable to the Receivable Files; (ii) insurance costs for coverage of the Receivable Files; (iii) shipping, courier, and deliver

Section 6.03 — Taxes The Owner shall be responsible for any and all taxes, assessments, or governmental charges imposed on or with respect to the Receivable Files or the custody thereof, other than (i) income, franchise, or similar taxes imposed on the Custodian by any governmental authority as a result of the Custodian's receipt of fees or compensation under this Agreement and (ii) any taxes imposed on the Custodian

Section 7.01 — Indemnification of the Custodian (a) The Owner (and, to the extent provided in the Performance Guaranty, QIH) shall indemnify, defend, and hold harmless the Custodian, and its respective officers, directors, employees, agents, successors, and assigns (each, a "Custodian Indemnified Party"), from and against any and all losses, liabilities, claims, demands, damages, penalties, fines, forfeitures, costs,

Section 7.02 — Indemnification by the Custodian The Custodian shall indemnify, defend, and hold harmless the Owner, the Trustee (in its capacity as indenture trustee), and the Noteholders, and their respective officers, directors, employees, agents, successors, and assigns (each, an "Owner Indemnified Party"), from and against any and all Losses arising out of or resulting from the Custodian's negligence, willful mis

Section 7.03 — Survival The indemnification obligations set forth in this Article VII shall survive the resignation or removal of the Custodian, the appointment of any successor custodian, and the termination of this Agreement in accordance with Article IX, and shall remain in full force and effect until the later of (i) the date on which all claims subject to indemnification have been finally resolved and all indemn

ARTICLE VIII — RESIGNATION AND REMOVAL OF CUSTODIAN

Section 8.01 — Resignation (a) The Custodian may resign from its duties and obligations under this Agreement at any time upon not less than sixty (60) days' prior written notice to the Owner, the Trustee, and the Rating Agencies (Brindoval Ratings Inc. and Pinnacle Rating Services LLC). (b) No such resignation shall become effective until (i) a successor custodian meeting the qualifications set forth in Section 8.03

Section 8.02 — Removal (a) The Owner (or the Trustee, at the written direction of Noteholders holding Notes representing a majority in aggregate principal amount of the outstanding Notes) may remove the Custodian upon thirty (30) days' prior written notice to the Custodian and the Rating Agencies for cause, including, without limitation, any of the following: (i) A material breach by the Custodian of any of its dutie