Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accounts" means, collectively, the collection account, the payment account, the reserve account, and the liquidity reserve account, in each case as established and maintained pursuant to the Account Control Agreement dated as of [●], 2022, among QRF 2022-1, the Servicer, and Calvoneth Trust Company, N

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, the terms defined in this Agreement include the plural as well as the singular, and words importing any gender shall include each other gender. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" shall not be exclusive. (b) All references herein to "Articles," "

Section 1.03 — Incorporation by Reference Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Indenture, the Sale Agreement, or the Servicing Agreement, as applicable. In the event of any conflict or inconsistency between a definition set forth in this Agreement and a definition set forth in any other Transaction Document, the definition set forth i

ARTICLE II — TRANSFER OF RECEIVABLES

Section 2.01 — Transfer of Initial Transferred Receivables (a) On the Closing Date, and subject to the satisfaction of the conditions precedent set forth in Section 2.04, QRH hereby irrevocably transfers, contributes, conveys, assigns, and sets over to QRF 2022-1, without recourse (except as expressly provided in Section 3.05 and Section 4.03 hereof), all of QRH's right, title, and interest in and to the following pr

Section 2.02 — Transfer of Subsequent Receivables During the Revolving Period (a) During the Revolving Period (i.e., the twenty-four (24) month period commencing on the Closing Date), QRH shall transfer, contribute, convey, assign, and set over to QRF 2022-1, on each Subsequent Transfer Date, additional Receivables and related Related Property (the "Subsequent Transferred Receivables"), without recourse (except as ex

Section 2.03 — Characterization of Transfer; True Sale Intent (a) True Sale / True Contribution Intent. It is the express intent of the Parties that each Transfer of Receivables and Related Property under this Agreement shall constitute either (i) a true and absolute sale or (ii) a true and absolute capital contribution of such Receivables and Related Property from QRH to QRF 2022-1, and, in each case, shall not cons

Section 2.04 — Conditions to Each Transfer (a) The obligation of QRH to transfer, and the obligation of QRF 2022-1 to accept, any Receivables and Related Property on any Transfer Date (whether the Closing Date or any Subsequent Transfer Date) is subject to the satisfaction of each of the following conditions precedent on or prior to such Transfer Date: (i) No Early Amortization Event. No Early Amortization Event shal

Section 2.05 — Acceptance by Transferee Upon satisfaction of the conditions set forth in Section 2.04, QRF 2022-1 shall accept each Transfer and shall hold the Transferred Receivables and Related Property as owner thereof, subject in all cases to the Lien of the Indenture and the Grant of Security Interest in favor of the Trustee for the benefit of the Noteholders. QRF 2022-1 acknowledges that, simultaneously with or

Section 2.06 — No Assumption of Obligations QRF 2022-1 does not, by virtue of its acceptance of the Transferred Receivables and Related Property hereunder, assume or become liable for any obligations or liabilities of QRH or QPF to any Obligor, any Insurance Carrier, or any other Person with respect to the Transferred Receivables, except as may be expressly set forth in this Agreement, the Servicing Agreement, or the

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.01 — Representations and Warranties of QRH QRH hereby represents and warrants to QRF 2022-1, the Trustee, and the Noteholders, as of the Closing Date and as of each Subsequent Transfer Date (except where a representation or warranty is expressly made as of a specific date), as follows: (a) Organization and Standing. QRH is a limited liability company duly organized, validly existing, and in good standing un

Section 3.02 — Representations and Warranties of QRF 2022-1 QRF 2022-1 hereby represents and warrants to QRH, the Trustee, and the Noteholders, as of the Closing Date and as of each Subsequent Transfer Date (except where a representation or warranty is expressly made as of a specific date), as follows: (a) Organization and Standing. QRF 2022-1 is a limited liability company duly organized, validly existing, and in go

Section 3.03 — Eligible Receivable Criteria Each Receivable transferred by QRH to QRF 2022-1 under this Agreement must satisfy all of the following criteria as of the applicable Transfer Date in order to constitute an "Eligible Receivable" for purposes of this Agreement: (i) Origination. The Receivable was originated by QPF in the ordinary course of its insurance premium finance lending business, in accordance with Q

Section 3.04 — Representations Regarding the Receivables Pool (Initial Transfer) QRH hereby represents and warrants to QRF 2022-1, the Trustee, and the Noteholders that, as of the Cut-Off Date (June 30, 2022), the following statements are true and correct with respect to the pool of Initial Transferred Receivables: (a) The aggregate outstanding principal balance of the Initial Transferred Receivables is $612,000,000.

Section 3.05 — Survival of Representations and Warranties All representations and warranties made by QRH and QRF 2022-1 in this Article III (and in any Transfer Certificate or Subsequent Transfer Certificate delivered hereunder) shall survive each Transfer and shall continue in full force and effect until the earlier of (a) the date on which all Notes have been paid in full and the Indenture has been discharged and (

Section 4.01 — Affirmative Covenants of QRH QRH hereby covenants and agrees that, from and after the Closing Date until the earlier of (i) the date on which all Notes have been paid in full and the Indenture has been discharged and (ii) the termination of this Agreement in accordance with Article VIII, QRH shall: (a) Records and Books. Maintain accurate books and records that clearly reflect each Transfer as a sale o