Common use of Conditions Precedent to All Purchases and Reinvestments Clause in Contracts

Conditions Precedent to All Purchases and Reinvestments. Each Purchase and each Reinvestment shall be subject to the conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase and and, in the case of clause (c) below, each Reinvestment shall be subject to satisfaction of the further conditions precedent that that: (a) in the case of each Purchase (other than any Reinvestment), the Servicer shall have delivered to the Administrator and each Purchaser Agent, on or before the date of such Purchase, a completed Purchase Notice in accordance with Section 1.2; (b) in the case of a Purchase (other than a Reinvestment), on the date of such Purchase or Reinvestment Purchase, the following statements shall be true and correct (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Purchase shall be deemed to have certified thatbe a representation and warranty by the Seller that such statements are then true and correct): (ai) the representations and warranties contained in Section 6.1 Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such day Purchase as though made on and as of such day date (except to the extent that such representations and warranties relate expressly to an earlier date, in which case such representations and warranties shall be deemed true and correct in all material respects as of such earlier date); provided, that the materiality threshold in the preceding clause shall not be applicable with respect to have been made on such day,any representation or warranty that itself contains a materiality threshold; and (bii) no event has occurred and is continuing, Termination Event or an Unmatured Termination Event exists or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event,Purchase. (c) after giving effect to each proposed on the date of such Purchase or Reinvestment, the Invested Amount will following statements shall be true and correct (and acceptance of the proceeds of such Purchase or Reinvestment shall be deemed to be a representation and warranty by the Seller that such statements are then true and correct): (i) before and after giving effect to such Purchase or Reinvestment, (1) the Aggregate Capital does not exceed the Purchase Limit in and (2) the Purchased Interest does not exceed 100%; (ii) before and after giving effect at to such timePurchase or Reinvestment, no Purchaser Group’s the outstanding aggregate Capital of each Purchaser Group Invested Amount will not exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, Commitment; and (jiii) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall Facility Termination Date has not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayoccurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase and and, in the case of clause (c) below, each Reinvestment shall be subject to satisfaction of the further conditions precedent that that: (a) in the case of each Purchase (other than any Reinvestment), the Servicer shall have delivered to the Administrator and each Purchaser Agent, on or before the date of such Purchase, a completed Purchase Notice in accordance with Section 1.2; (b) in the case of a Purchase (other than a Reinvestment), on the date of such Purchase or Reinvestment Purchase, the following statements shall be true and correct (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Purchase shall be deemed to have certified thatbe a representation and warranty by the Seller that such statements are then true and correct): (ai) the representations and warranties contained in Section 6.1 Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such day Purchase as though made on and as of such day date (except to the extent that such representations and warranties relate expressly to an earlier date, in which case such representations and warranties shall be deemed true and correct in all material respects as of such earlier date); provided, that the materiality threshold in the preceding clause shall not be applicable with respect to have been made on such day,any representation or warranty that itself contains a materiality threshold; and (bii) no event has occurred and is continuing, Termination Event or an Unmatured Termination Event exists or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, Purchase. (c) after giving effect to each proposed on the date of such Purchase or Reinvestment, the Invested Amount will following statements shall be true and correct (and acceptance of the proceeds of such Purchase or Reinvestment shall be deemed to be a representation and warranty by the Seller that such statements are then true and correct): (i) before and after giving effect to such Purchase or Reinvestment, (1) the Aggregate Capital does not exceed the Purchase Limit in and (2) the Purchased Interest does not exceed 100%; (ii) before and after giving effect at to such timePurchase or Reinvestment, no Purchaser Group’s the outstanding aggregate Capital of each Purchaser Group Invested Amount will not exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, Commitment; and (jiii) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall Facility Termination Date has not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayoccurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 12.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or Reinvestment: (a) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports as and when due under Section 8.5; (b) the Commitment Termination Date shall not have occurred and (c) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation an Amortization Event or Unmatured Liquidation a Potential Amortization Event,; and (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit, (d) Applicable Maximum Purchaser Interest. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Termination Date Agent or any Purchaser, occur automatically on each day that the Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder, shall be subject to the further conditions precedent that that: (a) in the case of each Purchase, Servicer shall have delivered to the Administrator on or prior to such Purchase, in form and substance reasonably satisfactory to the Administrator, a completed Servicer Report with respect to the immediately preceding calendar month, dated within two (2) Business Days prior to the date of such Purchase, together with such additional information as may be reasonably requested by the Administrator; and (b) on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (ai) the representations and warranties contained in Section 6.1 Article VI are correct in all material respects on and as of such day in all material respects as though made on and as of such day and shall be deemed to have been made on such dayday (except that any such representation or warranty that is expressly stated as being made only as of a specified earlier date shall be true and correct in all material respects as of such earlier date), (bii) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount Capital will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit,, and (div) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayReinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment the Servicer shall have delivered to the Purchasers on or prior to the date of such purchase, in form and substance satisfactory to each of the Purchasers, all Receivables Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall date; provided, however, that so long as the RPM-Delaware Credit Agreement does not require the bring down as of each borrowing date of the absence of material adverse change representation thereunder, the representation contained in Section 5.1(m) of this Agreement need only be deemed to have been made on such day,true as of the date of the initial Purchase hereunder; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in effect respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Purchaser, which right may be exercised at any time on demand of such timePurchaser, no Purchaser Group’s Purchaser Group Invested Amount will exceed to rescind the related purchase and direct Seller to pay to such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice its Percentages of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) Collection prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Administrator and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the Administrator’s or any Purchaser Agent’s request, the Servicer shall have delivered to the Administrator and each Purchaser Agent at least one (1) Business Day prior to such Purchase or Reinvestment an interim settlement report in substantially the form of Exhibit XIV; (b) the Administrator and each Purchaser Agent shall have received such other documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 Article V are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,Purchase Date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Liquidation Amortization Event,; and (ciii) after giving effect to each proposed such Incremental Purchase or Reinvestment, the Aggregate Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest aggregate Receivable Interests will not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Administrator, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by right of the Master Servicer to the Administrative Agent Administrator and each Purchaser Agent, which right may be exercised at any time on behalf demand of such the Administrator or any Purchaser Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Agents, for the benefit of Purchasers (ratably, according to each Purchaser’s Purchaser Groupaggregate Invested Amount), as an amount equal to the Collections that shall have been applied to the affected Reinvestment (but not in excess of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayAggregate Unpaids).

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 12.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or Reinvestment: (a) the Servicer shall have delivered to the Administrative Agent and each Managing Agent on or prior to the date of such purchase, in form and substance satisfactory to the Administrative Agent and each Managing Agent, all Monthly Reports as and when due under Section 8.5 and upon the Administrative Agent’s or any Managing Agent’s request; (b) upon the Administrative Agent’s or any Managing Agent’s reasonable request, the Servicer shall have delivered to the Administrative Agent and each Managing Agent at least three (3) days prior to such purchase or Reinvestment an interim report, in a form agreed to by the Servicer and the Administrative Agent, showing the amount of Eligible Receivables; (c) the Amortization Date shall not have occurred; (d) the Administrative Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request if the Administrative Agent or any Managing Agent reasonably believes there has been a change in law or circumstance that affects the status or characteristics of the Receivables, Related Security or Collections, any Seller Party or the Administrative Agent’s first priority perfected security interest in the Receivables, Related Security and Collections and (e) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; (iii) the Invested Amount will Capital owing to each Purchaser does not exceed the Conduit Purchase Limit (in the case of a Conduit) or Commitment (in the case of a Financial Institution); and (iv) the Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit, (d) Applicable Maximum Purchaser Interest. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Termination Date Administrative Agent or any Managing Agent, occur automatically on each day that the Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of the proposed Purchase Seller to satisfy any of the foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent or Interim Information Package (if applicable) any Managing Agent, to rescind the related Reinvestment and direct the Seller to pay to the Managing Agents for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder, shall be subject to the further conditions precedent that that: (a) in the case of each Purchase, the Servicer shall have delivered to the Administrator on or prior to such Purchase, in form and substance satisfactory to the Administrator, a completed Servicer Report with respect to the immediately preceding calendar month, dated within two (2) Business Days prior to the date of such Purchase, together with such additional information as may be reasonably requested by the Administrator; (b) on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (ai) each of the representations and warranties contained in Article VI (including, without limitation, all representations and warranties incorporated by reference herein and made a part hereof pursuant to Section 6.1 6.3(a)), are true and correct in all material respects on and as of such day as though made on and as of such day date and shall be deemed to have been made on such day,date (except that any such representation or warranty, which, by its express terms, relates exclusively to an earlier date, shall be true and correct in all material respects as of such earlier date); (bii) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or Unmatured Liquidation Termination Event,; (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount Capital will not exceed the Purchase Facility Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Receivable Interest will not exceed the Allocation Limit,; and (div) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest (other than pursuant to the Asset Purchase Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase, in form and substance satisfactory to the Administrative Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the Administrative Agent’s request, the Servicer shall have delivered to the Administrative Agent at least three (3) days prior to such purchase or Reinvestment an interim Settlement Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation will constitute an Amortization Event or Unmatured Liquidation Event, (c) after giving effect to each proposed a Servicer Default, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event or which with the Invested Amount will giving of notice or the lapse of time or both would constitute a Servicer Default; and (iii) the Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Administrative Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by right of the Master Servicer Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as for the benefit of the applicable Reporting Date or Interim Reporting Date, as Purchasers an amount equal to the case may be, (g) both Collections prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens Amortization Date that shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed applied to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayaffected Reinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) each of the representations and warranties contained in Section 6.1 Article VI hereof, in the Sale Agreement and in each other Transaction Document are true and correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,day (except to the extent such representations and warranties explicitly refer solely to an earlier date, in which case they shall be true and correct as of such earlier date); (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes an Event of Termination, an Unmatured Event of Termination, a Liquidation Master Servicer Termination Event or an Unmatured Liquidation Master Servicer Termination Event,; (c) Seller has provided to Administrative Agent and each Purchaser Agent all documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, and such documentation included a Beneficial Ownership Certification in relation to Seller if Seller then qualifies as a Legal Entity Customer under the Beneficial Ownership Regulation; (d) after giving effect to each such proposed Purchase or Reinvestment, (i) the Invested Amount Purchasers’ Total Investment will not exceed the Purchase Limit in effect at such timePurchasers’ Total Commitment, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time (ii) the sum of the Purchasers’ Total Investment and the Asset Interest Required Reserves will not exceed the Allocation Limit, Net Portfolio Balance and (diii) the Termination Date shall Purchaser Group Investment of each Purchaser Group will not have occurred, exceed its respective Purchaser Group Commitment; and (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Termination Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall has not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayoccurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder in respect of a Receivable Pool shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment Reinvestment, the following statements shall be true (and the SellerSellers, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) each of the representations and warranties contained in Section 6.1 this Agreement and in each other Transaction Document are true and correct in all material respects (without duplication as to any materiality modifiers, qualifications, or limitations applicable thereto) on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,day (except to the extent such representations and warranties explicitly refer solely to an earlier date, in which case they shall be true and correct as of such earlier date); (b) no event has occurred and is continuingoccurred, or would result from such Purchase or Reinvestment, that constitutes a Liquidation an Event of Termination, an Unmatured Event of Termination, Collection Control Event, or Unmatured Liquidation Event,Non-Reinvestment Event that remains continuing; (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit,[reserved]; (d) the Purchase Termination Date shall has not have occurred,; (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a),no Amdocs Performance Event has occurred and is continuing; (f) no Amdocs Event has occurred and is continuing unless (i) no Material Adverse Effect could reasonably be expected to occur as a completed Information Package result of such Amdocs Event and (ii) either (x) the Amdocs Sub-Servicing Agreement requires Amdocs to continue servicing and collecting the Pool Receivables on substantially the same terms as in effect prior to such Amdocs Event for a period equal to or Interim Information Package exceeding ninety (if applicable90) shall have been delivered by days following the Master date of such Purchase or Reinvestment or (y) the Servicer or Sprint Corporation has engaged a replacement sub-servicer for Amdocs to service and collect the Pool Receivables, which replacement is a reputable and experienced servicer of similar accounts receivable and is reasonably acceptable to the Administrative Agent and each Purchaser Collateral Agent, on behalf of such Purchaser the Administrative Agent’s Purchaser Group, as of and the applicable Reporting Date or Interim Reporting Date, as the case may be,Required Purchasers; (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, immediately after giving effect to such Reinvestment or Purchase, to exceed no Cap Deficiency Amount shall exist and the Invested Amount as of the opening of business on such daySellers shall be in compliance with their obligations under Section 8.9.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent’s request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Administrator and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the Administrator’s or any Purchaser Agent’s request, the Servicer shall have delivered to the Administrator and each Purchaser Agent at least one (1) Business Day prior to such Purchase or Reinvestment an interim settlement report in substantially the form of Exhibit XI; (b) the Administrator and each Purchaser Agent shall have received such other documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 Article V are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,Purchase Date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Liquidation Amortization Event,; and (ciii) after giving effect to each proposed such Incremental Purchase or Reinvestment, the Aggregate Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest aggregate Receivable Interests will not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Administrator, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by right of the Master Servicer to the Administrative Agent Administrator and each Purchaser Agent, which right may be exercised at any time on behalf demand of such the Administrator or any Purchaser Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Agents, for the benefit of Purchasers (ratably, according to each Purchaser’s Purchaser Groupaggregate Invested Amount), as an amount equal to the Collections that shall have been applied to the affected Reinvestment (but not in excess of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayAggregate Unpaids).

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that any Servicer shall receive any Collections without the Termination Date shall not have occurred, (e) in requirement that any further action be taken on the case part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of any Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of any Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct the Sellers to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent ("Conditions Precedent") that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (a) the The representations and warranties contained in Section 6.1 Article VI are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such dayday unless they specifically relate solely to an earlier period, (b) no No event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or Unmatured Liquidation Termination Event, (c) after After giving effect to each proposed Purchase or Reinvestment, the Invested Amount Total Purchasers' Investments will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest Required Allocation will not exceed the Required Allocation Limit,, and (d) the The Purchase Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Termination Event shall not be a condition precedent Condition Precedent to any Reinvestment or any Purchase on any day which does not cause the Invested AmountTotal Purchasers' Investments, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount Total Purchasers' Investments as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Purchase Incremental Purchase, issuance of a Letter of Credit or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by any of the Seller, foregoing shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase, issuance of such Letter of Credit or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Purchase Incremental Purchase, issuance of such Letter of Credit or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase would result from such Incremental Purchase, issuance of such Letter of Credit or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested sum of Aggregate Capital plus the Adjusted LC Participation Amount will does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit, (d) Maximum Purchaser Interest Percentage. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Termination Date Agent or any Purchaser, occur automatically on each day that any Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of any Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of any Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct the Sellers to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase Incremental Purchase, each Reinvestment and each Reinvestment issuance of any Letter of Credit shall be subject to the further conditions precedent that (a) in the case of each such Purchase and each such issuance of any Letter of Credit: (i) the Servicer shall have delivered to the Administrator on or prior to the date of such Purchase, in form and substance satisfactory to the Administrator, all Monthly Reports and Collateral Certificates as and when due under Section 8.5 and (ii) upon the Administrator’s request, the Servicer shall have delivered to the Administrator at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Administrator shall have received such other approvals, opinions or Reinvestment documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such ReinvestmentIncremental Purchase, and each other Seller Party, upon such acceptance Reinvestment or receipt by the Seller, issuance shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase, Reinvestment or issuance as though made on and as of such day Purchase Date, except to the extent such representations and shall be deemed warranties are expressly limited to have been made on such day,an earlier date; (bii) no event has occurred and is continuing, or would result from such Purchase Incremental Purchase, Reinvestment or Reinvestmentissuance, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, Reinvestment or issuance, that would constitute an Unmatured Liquidation Amortization Event,; (ciii) after giving effect to each proposed Purchase or Reinvestment, the Aggregate Invested Amount will does not exceed the Purchase Limit in effect at on such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and Purchase Date; and (iv) the Asset Interest will Coverage Ratio is not exceed less than 1.0. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Administrator, Market Street or LC Bank, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrator, which right may be exercised at any time on demand of the Administrator, to rescind the related purchase and direct the Seller to pay to the Administrator’s Account, for the ratable benefit of Market Street and/or the LC Bank, an amount equal to the Collections prior to the Facility Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent ("CONDITIONS PRECEDENT") that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Transferor by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (a) the representations and warranties contained in Section SECTION 6.1 and SECTION 6.2 and in the Purchase and Sale Agreement and in the Receivables Purchase Agreement are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,day except for those representations and warranties made solely with respect to an earlier date which shall be correct in all material respects as of such date; (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or Unmatured Liquidation Termination Event,; (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount (i) Aggregate Purchaser's Investments will not exceed the Purchase Limit in effect at such timeLimit, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest (ii) Aggregate Required Allocations will not exceed the Allocation Required Allocations Limit and (iii) the sum of the Aggregate Purchaser's Investment plus the Interest Component of all outstanding Related Commercial Paper would not exceed the Facility Limit,; and (d) the Commitment Termination Date shall not have occurred, (e) in the case of a Purchase; PROVIDED, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, howeverHOWEVER, the absence of the occurrence and continuance of an Unmatured Liquidation Termination Event shall not be a condition precedent Condition Precedent to any Reinvestment or any Purchase reinvestment being made with the proceeds of Collections that were, on any day which does not cause the Invested Amountsame day, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as applied in reduction of the opening of business on such dayAggregate Total Investments.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) hereunder and each Reinvestment the right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Eligible Asset pursuant to Sections 2.05 or 2.06 shall be subject to the further conditions precedent that (a) with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Investor Report, dated within 20 days prior to the date of such Purchase and, upon the request of the Agent, a listing by Obligor of all Pool Receivables and such additional information as may be reasonably requested by the Agent, and (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified that): (ai) the The representations and warranties contained in Section 6.1 4.01 are correct in all material respects on and as of such day date as though made on and as of such day and shall be deemed to have been made on such daydate, (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment, which constitutes an Event of Investment Ineligibility or would constitute an Event of Investment Ineligibility but for the requirement that constitutes a Liquidation Event notice be given or Unmatured Liquidation Eventtime elapse or both, (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date The Agent shall not have occurred, (e) in delivered to the case of Seller a Purchase, each Purchaser notice that the Investor shall not make any further Purchases hereunder and/or that the Collection Agent shall have timely received an appropriate notice of the proposed Purchase not reinvest in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, any Pool Receivables on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been deliveredOwner, and (jiv) each Originator On such date, all of the Seller's long-term public senior debt securities are rated at least BBB- by Standard & Poor's Rating Service, a division of McGr▇▇-▇▇▇▇ ▇▇▇panies, Inc., and Baa3 by Mood▇'▇ Investors Service, Inc., or, if such debt securities are not publicly rated on such date, the Agent has determined, in its sole discretion, that such debt securities would receive such ratings if they were publicly rated, and (c) the Agent shall have sold received such other approvals, opinions or contributed to documents as the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayAgent may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Incremental Purchase or Reinvestment, the Servicer shall have delivered to the Managing Agents on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance satisfactory to the Managing Agents, (i) all Reports and other reports as and when due under Section 8.5 and (ii) upon the Agent’s or any Managing Agent’s request, the Servicer shall have delivered to the Managing Agents at least three (3) Business Days prior to any Incremental Purchase or Reinvestment an interim report the form of a Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by any Managing Agent or any Purchaser, occur automatically on each day that the Allocation Limit, (d) Servicer shall receive any Collections without the Termination Date shall not have occurred, (e) in requirement that any further action be taken on the case part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent (with Section 1.2(athe consent or at the direction of the Required Financial Institutions), (f) a completed Information Package or Interim Information Package (if applicable) , to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports and Interim Reports as and when due under Section 8.5 and (ii) upon the Agent’s request, Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation would constitute an Amortization Event or Unmatured Liquidation a Potential Amortization Event,; and (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that Servicer shall receive any Collections without the Termination Date shall not have occurred, (e) in requirement that any further action be taken on the case part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Funding Agents for the benefit of the Purchasers in their respective Conduit Groups an aggregate amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Agent and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent and each Purchaser Agent, all Settlement Reports as and when due under Section 8.5, and (ii) upon the Agent’s or any Purchaser Agent’s request, the Servicer shall have delivered to the Agent and each Purchaser Agent at least one (1) Business Day prior to such Purchase or Reinvestment an interim settlement report in substantially the form of Exhibit XI; (b) the Agent and each Purchaser Agent shall have received such other documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 Article V are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,Purchase Date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes will constitute a Liquidation Event Termination Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Liquidation Termination Event,; and (ciii) after giving effect to each proposed such Incremental Purchase or Reinvestment, the Aggregate Invested Amount will not exceed the Maximum Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest aggregate Receivable Interests will not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person. The failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by right of the Master Servicer to the Administrative Agent and each Purchaser Agent, which right may be exercised at any time on behalf demand of such the Agent or any Purchaser Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Agents, for the benefit of Purchasers (ratably, according to each Purchaser’s Purchaser Groupaggregate Invested Amount), as an amount equal to the Collections that shall have been applied to the affected Reinvestment (but not in excess of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayAggregate Unpaids).

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase and each Reinvestment reinvestment shall be subject to the conditions precedent that (a) in the case of each purchase, the Servicer shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(i) would occur, (b) in the case of each reinvestment, the Servicer shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to have certified thatitself) that such statements are then true): (ai) the The representations and warranties contained in Section 6.1 4.01(e) and Section 4.02(e)(ii) are correct in all material respects on and as of the date of any such day purchase or reinvestment as though made on and as of such day date and all other representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date (except insofar as such representations and warranties relate expressly to an earlier date certain, in which case such representations and warranties shall be deemed to have been made on correct as of such dayearlier date), (bii) no No event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case an Incipient Event of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been deliveredTermination, and (jiii) each Originator The Originators shall have sold or contributed to the Seller, pursuant to the Sale Originator Purchase Agreement, all Originator Receivables arising on or prior to such date; provided, howeverand (d) the Agent shall have received such other approvals, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment opinions or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount documents as of the opening of business on such dayit may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase and each Reinvestment shall be subject to the conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such timeLimit, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that in the case of each such Incremental Purchase or Reinvestment: (a) the Servicer shall have delivered to the Agent on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance reasonably satisfactory to the Agent, all Monthly Reports, Weekly Reports and Interim Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation an Amortization Event or Unmatured Liquidation Potential Amortization Event,; (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such timeLimit, no the aggregate Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will Interests do not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) 97% and in the case of a an Incremental Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed related Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by Price does not exceed the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both Commitment Availability immediately prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such purchase; (iv) the final termination date under each Receivables Sale Agreement shall be a date not earlier than the Facility Termination Date then in effect; and (v) if such Incremental Purchase or Reinvestment is funded by a Conduit, such Conduit shall be party to unexpired Liquidity Agreements with an aggregate commitment limit equal to at least 102% of the Group Purchase Limit with respect to such Conduit. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or Purchaseany Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent or any Purchaser, which right may be exercised at any time on demand of the Agent or such Purchaser, to exceed rescind the Invested Amount as related purchase and direct Seller to pay to the Agent for the benefit of the opening of business on such dayPurchasers an amount equal to the Collections that shall have been applied to the affected Reinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that in the case of each such Incremental Purchase or Reinvestment: (a) the Servicer shall have delivered to the Agent on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance reasonably satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation an Amortization Event or Unmatured Liquidation Potential Amortization Event,; (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such timeLimit, no the aggregate Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will Interests do not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) Maximum Purchaser Percentage and in the case of a an Incremental Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed related Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by Price does not exceed the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both Commitment Availability immediately prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such purchase; (iv) the final termination date under each Receivables Sale Agreement shall be a date not earlier than the Facility Termination Date then in effect; and (v) if such Incremental Purchase or Reinvestment is funded by a Conduit, such Conduit shall be party to unexpired Liquidity Agreements with an aggregate commitment limit equal to at least 102% of the Group Purchase Limit with respect to such Conduit. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or Purchaseany Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent or any Purchaser, which right may be exercised at any time on demand of the Agent or such Purchaser, to exceed rescind the Invested Amount as related purchase and direct Seller to pay to the Agent for the benefit of the opening of business on such dayPurchasers an amount equal to the Collections that shall have been applied to the affected Reinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 12.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or Reinvestment: (a) the Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase, in form and substance satisfactory to the Administrative Agent, all Monthly Reports as and when due under Section 8.5 and upon the Administrative Agent’s request; (b) upon the Administrative Agent’s reasonable request, the Servicer shall have delivered to the Administrative Agent at least three (3) days prior to such purchase or Reinvestment an interim report, in a form agreed to by the Servicer and the Administrative Agent, showing the amount of Eligible Receivables; (c) the Amortization Date shall not have occurred; (d) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request if the Administrative Agent reasonably believes there has been a change in law or circumstance that affects the status or characteristics of the Receivables, Related Security or Collections, any Seller Party or the Administrative Agent’s first priority perfected security interest in the Receivables, Related Security and Collections and (e) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit, (d) Applicable Maximum Purchaser Interest. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Termination Date Administrative Agent or any Purchaser, occur automatically on each day that the Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by right of the Master Servicer Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct Seller to pay to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as for the benefit of the applicable Reporting Date or Interim Reporting Date, as Purchasers an amount equal to the case may be, (g) both Collections prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens Amortization Date that shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed applied to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayaffected Reinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports and Weekly Reports as and when due under Section 8.5 and (ii) upon the Agent’s request, the Servicer shall have delivered to the Agent at least three days prior to such purchase or Reinvestment an interim report showing the amount of Eligible Receivables only; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such timeand, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a an Incremental Purchase, the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Purchaser Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall have timely received an appropriate notice receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Incremental Purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent and each Managing Agent on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance satisfactory to the Agent and each Managing Agent, all Weekly Reports and Settlement Reports as and when due under Section 8.5 except to the extent that any failure has been waived by the Agent and each Managing Agent and (ii) upon the Agent’s or any Managing Agent’s request, the Servicer shall have delivered to the Agent and each Managing Agent at least three (3) Business Days prior to such Incremental Purchase or Reinvestment an interim Settlement Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request within three (3) Business Days of such request if such Managing Agent or the Agent, as applicable, reasonably believes that there has been (i) an adverse change with respect to the Agent’s first priority perfected security interest in the Receivables, Related Security and Collections (due to a change in Seller’s or any Originator’s jurisdiction of organization or for any other reason) or (ii) a material adverse change with respect to the enforceability of the rights and remedies of the Agent, the Managing Agents and the Purchasers under the Transaction Documents and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes an Amortization Event, a Liquidation Event Potential Amortization Event, a Servicer Default or Unmatured Liquidation Event,a Potential Servicer Default; and (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised (fand shall be exercised at the direction of the Required Committed Purchasers) a completed Information Package or Interim Information Package (if applicable) at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) Servicer shall have delivered to the Administrative Agent and the Agents, on or prior to the date of such purchase, in form and substance satisfactory to the Administrative Agent and the Agents, all Monthly Reports and Interim Reports as and when due under Section 8.5 and (ii) upon the request of the Administrative Agent any of the Agents, Servicer shall have delivered to the Administrative Agent and each of the Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Agents shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation would constitute an Amortization Event or Unmatured Liquidation a Potential Amortization Event,; and (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a PurchaseAdministrative Agent, each Purchaser Agent shall have timely received an appropriate notice any of the proposed Purchase Agents or any Purchaser, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to right of the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting DateAgents, as the case which right may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements be exercised at any time on demand of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request or any of the Agents, to rescind the related purchase and direct Seller to pay to the Agents for the benefit of the Purchasers in their respective Conduit Groups an aggregate amount equal to the Collections prior to the Amortization Date that shall have been delivered, and (j) each Originator shall have sold or contributed applied to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayaffected Reinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Servicer shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Servicer Report covering the most recently ended reporting period for which a Servicer Report is required to be delivered pursuant to Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(i) would occur, (b) in the case of each reinvestment, the Servicer shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Agent, a completed Servicer Report covering the most recently ended reporting period for which a Servicer Report is required to be delivered pursuant to Section 6.02(g), (c) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true, except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by an Investor (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, purchase or reinvestment shall be deemed a representation and each other Seller Party, upon such acceptance or receipt warranty by the Seller, shall be deemed the Servicer and the Parent (each as to have certified thatitself) that such statements are then true): (ai) the The representations and warranties contained in Section 6.1 Sections 4.01, 4.02 and 4.03 are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no No event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event,an Incipient Event of Termination; (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date The Agent shall not have occurred,given the Seller at least one Business Day’s notice that the Investors have terminated the reinvestment of Collections in Receivable Interests; (eiv) in No Originator (other than the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicableParent) shall have been delivered by the Master Servicer stopped selling or contributing to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the SellerParent, pursuant to the Sale Initial Purchase Agreement, all Originator Receivables originated by it and arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event and (v) The Parent shall not be a condition precedent have stopped selling or contributing to any Reinvestment the Seller, pursuant to the Secondary Purchase Agreement, all Originator Receivables originated by it and arising on or any Purchase on any day which does not cause the Invested Amount, after giving effect prior to such Reinvestment date or Purchase, transferred to exceed it by another Originator pursuant to the Invested Amount as of the opening of business Initial Purchase Agreement on or prior to such day.date; and

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase by each Purchaser) hereunder and each Reinvestment the right of the Servicer to reinvest in Pool Receivables those Collections attributable to a Receivable Interest pursuant to Section 2.05 shall be subject to the further conditions precedent that that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to the Agent, in form and substance satisfactory to the Agent, (i) a completed Seller Report, dated within 30 days prior to the date of such Purchase, together with a listing by Obligor of all Pool Receivables, (ii) a completed Weekly Report effective as of the end of the last Business Day of the then immediately preceding week, (iii) to the extent the Servicer is required to deliver Daily Reports pursuant to Section 2.07(d), a completed Daily Report effective as of the end of the immediately preceding Business Day, and (iv) such additional information as may be reasonably requested by the Agent; (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, acceptance by accepting the amount Seller of the proceeds of such Purchase or reinvestment shall constitute a representation and warranty by receiving the proceeds Seller that on the date of such Reinvestment, and each other Seller Party, upon Purchase or reinvestment such acceptance or receipt by the Seller, shall be deemed to have certified thatstatements are true): (ai) the The representations and warranties contained in Section 6.1 4.01 of this Agreement, in Section 3.01 of the Receivables Contribution and Sale Agreement, in Section 5 of the Parent Undertaking and, from and after the UK Receivables Initial Purchase Date, in the UK Receivables Sale Agreement are correct in all material respects on and as of the date of such day Purchase or reinvestment, before and after giving effect to such Purchase or reinvestment and to the application of the proceeds therefrom, as though made on and as of such day date, other than any such representations and shall be deemed warranties that, by their terms, refer to have been made on a specific date other than the date of said Purchase or reinvestment, in which case as of such day,dates; and (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment or from the application of the proceeds therefrom, that which constitutes an Event of Termination or a Liquidation Potential Event or Unmatured Liquidation Event,of Termination; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayrequest.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) each of the representations and warranties contained in Section 6.1 Article VI, in the Sale Agreement and in each other Transaction Document that are qualified as to materiality are true and correct, and each not so qualified are true and correct in all material respects respects, in each case, on and as of such day as though made on and as of such day (except to the extent such representations and warranties explicitly refer solely to an earlier date or period, in which case they shall be deemed to have been made on true and correct as of such day,earlier date or period); (b) no event has occurred and is continuing, continuing or would result from such Purchase or Reinvestment, that constitutes an Event of Default, an Unmatured Event of Default, a Liquidation Servicer Termination Event or an Unmatured Liquidation Servicer Termination Event,; 749037980 (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at (i) with respect to any Purchaser Group, (x) such time, no Purchaser Group’s Purchaser Group Invested Amount Committed Investment will not exceed such Purchaser Group’s Purchaser Group Limit in effect at Commitment and (y) such time and Purchaser Group’s Purchaser Group Uncommitted Investment will not exceed such Purchaser Group’s Uncommitted Amount, (ii) the Asset Interest Total Committed Investment will not exceed the Allocation Limit,Purchasers’ Total Commitment, (iii) the Total Uncommitted Investment will not exceed the Purchasers’ Total Uncommitted Amount, and (iv) the Total Investment will not exceed the sum of the Receivables Investment Base and the Loan Investment Base; (d) the Termination Date shall not have occurred, (e) in the case of a solely with respect to an Uncommitted Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package Group’s Purchaser Group Committed Investment is greater than or Interim Information Package (if applicable) shall have been delivered by the Master Servicer equal to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser AgentGroup’s Purchaser Group, as of Group Commitment; and (e) the applicable Reporting Purchase Termination Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall has not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayoccurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(i) would occur, (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true, except that the statements in clauses (iii) and (iv) below are required to be true only if such purchase or reinvestment is by an Investor (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (a1) the The representations and warranties contained in Section 6.1 4.01 are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such daydate, (b2) no No event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case an Incipient Event of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been deliveredTermination, and (j3) each The Debt under the Credit Agreement is rated at least B- by S&P and B3 by ▇▇▇▇▇'▇, and (4) The Agent shall not have given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections in Receivable Interests, and (5) The Originator shall have sold or contributed to the Seller, pursuant to the Sale Originator Purchase Agreement, all Originator Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.and

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or Reinvestment: the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and upon the Agent's request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day, date; AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of that would constitute a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, Potential Amortization Event; and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase the Servicer shall have delivered to the Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent, all Investment Reports as and when due under Section 8.5, (b) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (c) on each Purchase or Reinvestment Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day Purchase Date, except to the extent such representations and shall be deemed warranties are expressly limited to have been made on such day,an earlier date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Liquidation Amortization Event,; (ciii) the Net Pool Balance is greater than or equal to the sum of (x) the Aggregate Invested Amount plus (y) the Required Reserve at such time and after giving effect to each proposed such Incremental Purchase or and Reinvestment, as applicable; and (iv) the Aggregate Invested Amount will does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Receivable Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of the proposed Purchase Seller to satisfy any of the foregoing conditions precedent in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf respect of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(j) would occur, (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true, except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by an Investor (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the The representations and warranties contained in Section 6.1 4.01 are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such daydate, (bii) no No event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case an Incipient Event of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been deliveredTermination, and (jiii) each The Agent shall not have given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections in Receivable Interests, and (iv) The applicable Originator shall have sold or contributed to the Seller, pursuant to the Sale Originator Purchase Agreement, all Originator Receivables arising on or prior to such date; provided, however, and (v) The Lock-Boxes and the absence Deposit Accounts shall be operating as set forth herein to the satisfaction of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.Agent; and

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to a Funding Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Agents on or prior to the date of such purchase or Reinvestment, in form and substance satisfactory to the Agent, all Monthly Reports and Daily Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each of the Co-Agents shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase100%. It is expressly understood that each Reinvestment shall, each Purchaser Agent shall have timely received an appropriate notice unless otherwise directed by any of the proposed Purchase Agents, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each of the Agents, which right may be exercised at any time on demand of such Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Groups, ratably in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) their respective Percentages, an aggregate amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's reasonable request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,earlier date); (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent within thirty (d30) days after the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice obtained knowledge of such failure, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Agent shall have received such other approvals, opinions or Reinvestment documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or 12 Reinvestment as though made on and as of such day and Purchase Date; provided, that the materiality threshold in the preceding clause shall not be deemed applicable with respect to have been made on such day,any representation or warranty which itself contains a materiality threshold; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Amortization Event; and (iii) prior to the occurrence of an Amortization Event (A) the Aggregate Invested Amount will does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and (B) the Asset Interest will aggregate Receivable Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or Blue Ridge, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent's Account, for the benefit of Blue Ridge, an amount equal to the Collections prior to the Facility Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such timeLimit, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s the related Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Groupthe related Purchaser's behalf, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 60 days,, and (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Master Servicer shall have delivered to the Agent and each Funding Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent and each Funding Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the request of the Agent or any Funding Agent, the Master Servicer shall have delivered to the Agent and each Funding Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Funding Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the applicable Funding Agent or any Purchaser, occur automatically on each day that the Master Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in effect respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Funding Agents, which right may be exercised at such timeany time on demand of the Funding Agents, no Purchaser Group’s acting together, to rescind the related purchase and direct Seller to pay to each Funding Agent for the benefit of the Purchasers in its Purchaser Group Invested Amount will exceed an amount equal to such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice Percentage of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase after effectiveness of this Agreement) and each Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each Purchase, the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent on or prior to such Purchase, in form and substance satisfactory to the Administrative Agent, a completed Interim Receivables Report as of the Business Day immediately preceding the date of such Purchase. (b) on the date of such Purchase or Reinvestment the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained in Section 6.1 Exhibit III are true and correct in all material respects on and as of the date of such day Purchase or Reinvestment as though made on and as of such day date (unless such representations and warranties speak only as of a prior date in which case such representations and warranties shall be deemed to have been true and correct as of such prior date); (ii) the representations and warranties of the Originator in the Receivables Sale Agreement are true and correct on and as of the date of such Purchase or Reinvestment as though made on and as of such day,date (unless such representations and warranties speak only as of a prior date in which case such representations and warranties shall be true and correct as of such prior date); (biii) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event,; (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (div) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested AmountAggregate Capital, after giving effect to any such Purchase or Reinvestment or Purchaseshall not be greater than the Program Limit, and the Receivables Interest shall not exceed 100%; and (v) the Termination Date has not occurred. (c) the Receivables Sale Agreement is in full force and effect and the Originator has not designated the “Termination Date” under the Receivables Sale Agreement by notice to exceed the Invested Amount as of the opening of business on such daySeller.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the Agent’s request, the Servicer shall have delivered to the Agent at least two (2) days prior to such Purchase an interim Settlement Report showing the amount of Eligible Receivables; (b) the Agent shall have received such other approvals, opinions or Reinvestment documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,Purchase Date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Amortization Event; (iii) the Aggregate Invested Amount will does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Receivable Interests do not exceed the Allocation Limit,100%; and (div) Servicer shall have delivered to the Agent the calculation required by Section 7.1(j) of the ABL Credit Agreement for the Production Month then most recently ended. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent’s Account, for the benefit of the applicable Purchaser(s), an amount equal to the Collections prior to the Facility Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase of each Member) hereunder and each Reinvestment the right of the Servicer to reinvest in Pool Receivables those Collections attributable to a Receivable Interest pursuant to SECTION 2.05 shall be subject to the further conditions precedent that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to each Group Managing Agent and the Administrative Agent, in form and substance satisfactory to the Administrative Agent, a copy of each of the most recent Monthly Report, Weekly Report and Daily Report that are then required to be delivered to each Group Managing Agent and the Administrative Agent pursuant to SECTION 2.07(B), (C) and (D), and completed by the Servicer in all respects, together with such additional information (including, without limitation, a listing by Obligor of all Billed Pool Receivables, together with an analysis as to the aging of such Billed Pool Receivables) as may be reasonably requested by the Administrative Agent; (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, acceptance by accepting the amount Seller of the proceeds of such Purchase or reinvestment shall constitute a representation and warranty by receiving the proceeds Seller that on the date of such Reinvestment, and each other Seller Party, upon Purchase or reinvestment such acceptance or receipt by the Seller, shall be deemed to have certified thatstatements are true): (ai) the The representations and warranties contained in Section 6.1 SECTIONS 4.01 and 4.02 of this Agreement, in SECTION 3.01 of the Receivables Contribution and Sale Agreement and in SECTION 5 of the Parent Undertaking are correct in all material respects on and as of the date of such day Purchase or reinvestment, before and after giving effect to such Purchase or reinvestment and to the application of the proceeds therefrom, as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment or from the application of the proceeds therefrom, that which constitutes an Event of Termination or a Liquidation Potential Event or Unmatured Liquidation Event,of Termination; (c) after giving effect to each proposed Purchase or Reinvestmentin the case of any such Purchase, the Invested Amount will not exceed the Administrative Agent shall have received a request for such Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit,pursuant to SECTION 2.02; (d) the Administrative Agent and the Majority Purchaser Groups shall have been satisfied with the results of the most recent audit conducted pursuant to SECTION 5.01(E); (e) the Commitment Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a),; and (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) received such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent or any Member may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayrequest.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) hereunder and each Reinvestment the right of the Servicer to reinvest Collections in Pool Receivables pursuant to Section 2.05 shall be subject to the further conditions precedent that that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to the Agent, in form and substance satisfactory to the Agent, (i) a completed Seller Report, dated within 30 days prior to the date of such Purchase, together with a listing by Obligor of all Pool Receivables, (ii) to the extent the Servicer is required to deliver Weekly Reports pursuant to Section 2.07(c), a completed Weekly Report effective as of the end of the last Business Day of the then immediately preceding week, (iii) to the extent the Servicer is required to deliver Daily Reports pursuant to Section 2.07(d), a completed Daily Report effective as of the end of the immediately preceding Business Day, and (iv) such additional information as may be reasonably requested by the Agent; (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, acceptance by accepting the amount Seller of the proceeds of such Purchase or reinvestment shall constitute a representation and warranty by receiving the proceeds Seller that on the date of such Reinvestment, and each other Seller Party, upon Purchase or reinvestment such acceptance or receipt by the Seller, shall be deemed to have certified thatstatements are true): (ai) the The representations and warranties contained in Section 6.1 4.01 of this Agreement, in Section 3.01 of the Sale Agreement and in Section 5 of the Parent Undertaking are correct in all material respects on and as of the date of such day Purchase or reinvestment, before and after giving effect to such Purchase or reinvestment and to the application of the proceeds therefrom, as though made on and as of such day date, other than any such representations and shall be deemed warranties that, by their terms, refer to have been made on a specific date other than the date of said Purchase or reinvestment, in which case as of such day,dates; and (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment or from the application of the proceeds therefrom, that which constitutes an Event of Termination or a Liquidation Potential Event of Termination; (iii) the Capital does not exceed the Total Commitment and the Net Receivables Pool Balance equals or Unmatured Liquidation Event,exceeds the Required Net Receivables Pool Balance; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayrequest.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (c) in the case of each such purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (d) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that any Servicer shall receive any Collections without the Termination Date shall not have occurred, (e) in requirement that any further action be taken on the case part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of any Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of any Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct the Sellers to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.. COVENANTS

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report or Weekly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Purchase Incremental Purchase, issuance of a Letter of Credit or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by any of the Seller, foregoing shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase, issuance of such Letter of Credit or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Purchase Incremental Purchase, issuance of such Letter of Credit or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase would result from such Incremental Purchase, issuance of such Letter of Credit or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested sum of Aggregate Capital plus the Adjusted LC Participation Amount will does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit, (d) Maximum Purchaser Interest Percentage. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Termination Date Agent or any Purchaser, occur automatically on each day that any Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of any Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of any Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct the Sellers to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent ("Conditions Precedent") that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (a) the The representations and warranties contained in Section 6.1 Article VI are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, (b) no No event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or Unmatured Liquidation Termination Event, (c) after After giving effect to each proposed Purchase or Reinvestment, the Invested Amount Aggregate Purchaser's Investments will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest Aggregate Required Allocations will not exceed the Allocation Required Allocations Limit,, and (d) the The Commitment Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Termination Event shall not be a condition precedent to Condition Precedent to (i) any Reinvestment or being made with the proceeds of Collections that were, on the same day, applied in reduction of the Aggregate Purchaser's Investments, or (ii) any Purchase other Reinvestment on any day which does not cause the Invested AmountAggregate Purchaser's Investments, after giving effect to such Reinvestment or Purchase, (and to any Reinvestment referred to in clause (i) next above) to exceed the Invested Amount Aggregate Purchaser's Investments as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(i) would occur, and, in the case of each purchase after the initial purchase, the Seller shall have delivered to the Agent at least two Business Days prior to such purchase, a completed Drawdown Notice, (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the The representations and warranties contained in Section 6.1 4.01 are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such daydate, (bii) no No event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Eventan Incipient Event of Termination, (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date The Agent shall not have occurred, (e) given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been deliveredReceivable Interests, and (jiv) each Originator The Originators shall have sold or contributed to the Seller, pursuant to the Sale Originator Purchase Agreement, all Originator Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.and

Conditions Precedent to All Purchases and Reinvestments. Each Purchase and and, in the case of clause (c) below, each Reinvestment shall be subject to satisfaction of the further conditions precedent that that: (a) in the case of each Purchase (other than any Reinvestment), the Servicer shall have delivered to the Administrator and each Purchaser Agent, on or before the date of such Purchase, a completed Purchase Notice in accordance with Section 1.2; (b) in the case of a Purchase (other than a Reinvestment), on the date of such Purchase or Reinvestment Purchase, the following statements shall be true and correct (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Purchase shall be deemed to have certified thatbe a representation and warranty by the Seller that such statements are then true and correct): (ai) the representations and warranties contained in Section 6.1 Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such day Purchase as though made on and as of such day date (except to the extent that such representations and warranties relate expressly to an earlier date, in which case such representations and warranties shall be deemed true and correct in all material respects as of such earlier date); provided, that the materiality threshold in the preceding clause shall not be applicable with respect to have been made on such day,any representation or warranty that itself contains a materiality threshold; and (bii) no event has occurred and is continuing, Termination Event or an Unmatured Termination Event exists or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, Purchase. Table of Contents (c) after giving effect to each proposed on the date of such Purchase or Reinvestment, the Invested Amount will following statements shall be true and correct (and acceptance of the proceeds of such Purchase or Reinvestment shall be deemed to be a representation and warranty by the Seller that such statements are then true and correct): (i) before and after giving effect to such Purchase or Reinvestment, (1) the Aggregate Capital does not exceed the Purchase Limit in and (2) the Purchased Interest does not exceed 100%; (ii) before and after giving effect at to such timePurchase or Reinvestment, no Purchaser Group’s the outstanding aggregate Capital of each Purchaser Group Invested Amount will not exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, Commitment; and (jiii) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence Facility Termination Date has not occurred. Table of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.Contents

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the conditions further condition precedent ("Conditions Precedent") that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (a) the The representations and warranties contained in Section 6.1 Sections 6.01 and 6.02 are true and correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,day (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date); (b) no No event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event,; (c) after After giving effect to each proposed Purchase or Reinvestment, the Invested Amount Aggregate Investment will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest Aggregate Pay-Out Amount will not exceed the Allocation Pay-Out Amount Limit,; and (d) the The Commitment Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, that the absence of the occurrence and continuance of an Unmatured Liquidation Termination Event (other than an Unmatured Termination Event with respect to an event described in Section 9.01(f)) shall not be a condition precedent to Condition Precedent to: (i) any Reinvestment being made with the proceeds of Collections that were, on the same day, applied in reduction of the Aggregate Investment, or (ii) any other Reinvestment or any Purchase on any day which does not cause the Invested AmountAggregate Investment, after giving effect to such Reinvestment or Purchase, Purchase (and any Reinvestment referred to in clause (i) next above) to exceed the Invested Amount Aggregate Investment as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section SECTION 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such dayday (except to the extent of changes resulting from transactions contemplated or permitted by this Agreement or to the extent of changes that have otherwise been consented to by the Administrative Agent on behalf of the Purchaser), (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, (x) the Invested Amount sum of (i) Purchaser's Total Investment and (ii) the aggregate CP Discount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and (y) the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser the Administrative Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section SECTION 1.2(a), (f) the Servicers shall have delivered to the Administrative Agent, on the Purchaser's behalf, a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be,and (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Co-Agents on or prior to the date of such purchase, in form and substance satisfactory to each of the Co-Agents, all Monthly Reports as and when due under Section 8.5 and (ii) upon either Co-Agent’s reasonable request, the Servicer shall have delivered to the Co-Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall date; provided, however, that so long as the RPM-Delaware Credit Agreement does not require the datedown as of each borrowing date of the absence of material adverse change representation thereunder, the representation contained in Section 5.1(m) of this Agreement need only be deemed to have been made on such day,true as of the date of the initial Purchase hereunder; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by any Agent or Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in effect respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Co-Agent, which right may be exercised at any time on demand of such timeCo-Agent, no Purchaser to rescind the related purchase and direct Seller to pay to the Co-Agents for the benefit of the Purchasers in their respective Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice their respective Percentages of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Incremental Purchase or Reinvestment, the Servicer shall have delivered to the Managing Agents on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance satisfactory to the Managing Agents, (i) all Monthly Reports, Mid-Month Reports and other reports as and when due under Section 8.5 and (ii) upon the Agent's or any Managing Agent's request, the Servicer shall have delivered to the Managing Agents at least three (3) Business Days prior to any Incremental Purchase or Reinvestment an interim report the form of a Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by any Managing Agent or any Purchaser, occur automatically on each day that the Allocation Limit, (d) Servicer shall receive any Collections without the Termination Date shall not have occurred, (e) in requirement that any further action be taken on the case part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent (with Section 1.2(athe consent or at the direction of the Required Financial Institutions), (f) a completed Information Package or Interim Information Package (if applicable) , to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,; (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event,; (c) after giving effect to each proposed Purchase or Reinvestment, the sum of (i) the Invested Amount and (ii) the Aggregate Accruals will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit,; (d) the Termination Date shall not have occurred,; (e) in the case of a Purchase, each Purchaser the Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a),; and (f) a completed Information Package or Interim Information Package (if applicable) the Agent shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) received such other agreements, instruments, certificates, approvals, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; request. provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Incremental Purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent and the PurchasersManaging Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Reports as and when due under Section 8.5 and (ii) upon the Agent’s or any Purchaser’sManaging Agent’s reasonable request, the Servicer shall have delivered to the Agent and the PurchasersManaging Agents at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report, Weekly Report or Daily Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) each PurchaserManaging Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,earlier date); (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregateaggregate of all Purchaser Interests does not exceed in the aggregate 100%, the aggregate Capital of all Same-Day Purchaser Interests does not exceed the Purchase Limit in effect at such timeLimitSame-Day Commitment, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Capital of all Standard Purchaser Interests dodoes not exceed 100%the sum of the Allocation Limit, Standard Commitments. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent or any PurchaserManaging Agent, which right may be exercised at any time on demand of the Agent or any such PurchaserManaging Agent within thirty (d30) days after the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent or any such PurchaserManaging Agent shall have timely received an appropriate notice obtained knowledge of such failure, to rescind the related purchase and direct Seller to pay to the applicable Managing Agent for the benefit of the proposed Purchase Purchasers in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) its Purchaser Group an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase after the Restatement Effective Date) hereunder and each Reinvestment the right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Eligible Asset pursuant to Section 2.05 or 2.06 shall be subject to the further conditions precedent that that: (a) With respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Seller Report, dated within 35 days prior to the date of such Purchase, together with a listing by Obligor of all Pool Receivables and such additional information as may be reasonably requested by the Agent; (b) On the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified on the date of such purchase or reinvestment that): (ai) the The representations and warranties contained in Section 6.1 4.01 hereof and contained in each Loan Document are correct in all material respects on and as of such day date as though made on and as of such day date before and shall be deemed after giving effect to have been made on such dayPurchase or reinvestment and to the application of proceeds therefrom other than representations or warranties that, by their terms, refer to a date other than the date of such Purchase, (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment or from the application of proceeds therefrom, which constitutes an Event of Termination or would constitute an Event of Termination but for the requirement that constitutes a Liquidation Event notice be given or Unmatured Liquidation Eventtime elapse or both, (iii) On such date, the fee agreement noted in Section 2.10 of this Agreement shall be effective; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser The Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayrequest.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Settlement Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event, provided, however, that upon notice to the Invested Amount will Agent of such Potential Amortization Event (A) Reinvestments shall be permitted during the five (5) consecutive Business Day period during which Seller Party can cure an event described in Section 9.1(a)(ii) hereof and (B) Reinvestments shall be permitted during the thirty (30) consecutive day period during which Servicer can cure an event described in Section 9.1(h)(ii) hereof, provided that Servicer has adequate cash reserves available and allocated to cover such money judgment; and (iii) the Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder (including the issuance of any Letters of Credit in connection therewith as applicable) shall be subject to the further conditions precedent that that: (a) with respect to any Purchase, the Servicer shall have a completed pro forma Information Package to reflect the Asset Interest and related Required Reserves and the calculation of the Purchasers’ Total Investment after giving effect to such Purchase and a completed Purchase Notice; and (b) on the date of such Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (ai) each of the representations and warranties contained in Section 6.1 Article VI hereof, in the Sale Agreement and in each other Transaction Document are true and correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,day (except to the extent such representations and warranties explicitly refer solely to an earlier date, in which case they shall be correct as of such earlier date); (bii) no event has occurred and is continuing, that has not been waived in accordance with the terms of this Agreement or would result from such Purchase or Reinvestment, that constitutes a Liquidation an Event of Default or an Unmatured Liquidation Event,Event of Default (other than an Unmatured Event of Default that has been cured before such Purchase or Reinvestment, as applicable, and before maturing into an Event of Default); (ciii) with respect to any Purchase, the Servicer shall have a completed pro forma Information Package (based on the information from the most recent Information Package) to reflect the Asset Interest and related Required Reserves and the calculation of the Purchasers’ Total Investment after giving effect to such Purchase and a completed Purchase Notice; (iv) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will (i) Purchasers’ Total Investment shall not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time Purchasers’ Total Commitment and (ii) the sum of Purchasers’ Total Investment and the Asset Interest will Required Reserves would not exceed the Allocation Limit,Net Pool Balance; and (v) the Purchase Termination Date has not occurred. (c) Seller shall have notified the Agent and each Purchaser Agent of the account (for which it is the account owner) to which funds shall be made available pursuant to Section 1.2(b)(ii). (d) the Termination Date The lock-box account and related lockboxes shall not have occurred, (e) be titled in the case legal name of a PurchaseSeller and the related Lock-Box Agreement amended, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer form and substance satisfactory to the Administrative Agent and each Purchaser Agent, on behalf to reflect the proper legal name of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International Seller with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayaccount.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) Business Days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report, showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Agent and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent and each Purchaser Agent, all Settlement Reports as and when due under Section 8.5 and (ii) upon the Agent’s or any Purchaser Agent’s request, the Servicer shall have delivered to the Agent and each Purchaser Agent at least one (1) Business Day prior to such Purchase or Reinvestment an interim settlement report in substantially the form of Exhibit XI; (b) the Agent and each Purchaser Agent shall have received such other documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 Article V are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,Purchase Date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes will constitute a Liquidation Event Termination Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Liquidation Termination Event,; and (ciii) after giving effect to each proposed such Incremental Purchase or Reinvestment, the Aggregate Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest aggregate Receivable Interests will not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person. The failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) shall have been delivered by right of the Master Servicer to the Administrative Agent and each Purchaser Agent, which right may be exercised at any time on behalf demand of such the Agent or any Purchaser Agent, to rescind the related purchase and direct Seller to pay to the Purchaser Agents, for the benefit of Purchasers (ratably, according to each Purchaser’s Purchaser Groupaggregate Invested Amount), as an amount equal to the Collections that shall have been applied to the affected Reinvestment (but not in excess of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayAggregate Unpaids).

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as expressly set forth in Section 1.02(e)(vi) with respect to the funding obligation of a Delaying Bank with respect to Delayed Funds on a Delayed Funding Date) (including the initial purchase) and each Reinvestment reinvestment in the Pool Receivables shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Collection Agent shall have delivered to the Administrative Agent and each Purchaser Agent on or prior to such purchase, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a completed Monthly Report, Weekly Report and Daily Report, when applicable, containing information covering the most recently ended calendar month, week or day, respectively, and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under paragraph (i) of Exhibit V would occur; (b) on the date of such Purchase purchase or Reinvestment reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true), except that the statement in clause (iii) below is required to have certified that):be true only if such purchase or reinvestment is by a Purchaser: (ai) the representations and warranties contained in Section 6.1 Exhibit III are correct in all material respects (except for those representations and warranties that are conditioned by materiality, material adverse effect or a similar qualification, which shall be correct in all respects) on and as of the date of such day purchase or reinvestment as though made on and as of such day date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be deemed to have been made correct in all material respects (except for those representations and warranties that are conditioned by materiality, material adverse effect or a similar qualification, which shall have been correct in all respects) on and as of such day,earlier date; (bii) no event has occurred and is continuing, or would reasonably be expected to result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event,an Incipient Event of Termination; and (iii) the Administrative Agent, at the direction of any Purchaser Agent, shall not have given the Seller at least one Business Day’s notice that the Purchasers for which such Purchaser Agent acts have terminated the reinvestment of Collections in Receivable Interests; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchaseeach purchase, the Administrative Agent and each Purchaser Agent shall have timely received an appropriate notice a Purchase Request and such other approvals, opinions or documents as it may reasonably request pursuant to the terms of the proposed Purchase Agreement. The Seller represents and warrants as follows: (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing (if applicable), in every jurisdiction where the nature of its business requires it to be so qualified and in good standing (if applicable), except where the failure to be so qualified or, to the extent applicable, in good standing would not reasonably be expected to have a Material Adverse Effect on the Seller. (b) The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s certificate of formation and limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on the Seller or its property, in each case for clauses (2) through (4) where such contravention would reasonably be expected to have a material adverse effect on the collectability of any Pool Receivable or a Material Adverse Effect on the Seller or a material adverse effect on the Seller’s ability to perform its obligations hereunder or under any other Transaction Document, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to the Agreement or permitted by any Transaction Document), except as would not reasonably be expected to have a Material Adverse Effect. Each of the Transaction Documents to which it is a party has been duly executed and delivered by a duly authorized officer of the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents to which it is a party, except for the filing of UCC financing statements which are referred to herein other than those which have been obtained; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. (d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with Section 1.2(aits terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),. (fe) a completed Information Package or Interim Information Package (if applicable) shall The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been delivered by the Master Servicer furnished to the Administrative Agent and each Purchaser Agent, fairly present in all material respects the consolidated financial condition of United Rentals and its Subsidiaries as at such date and the consolidated results of the operations of United Rentals and its Subsidiaries for the period ended on behalf such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals or its Subsidiaries, except as may have previously been disclosed to the Administrative Agent and each Purchaser Agent. Notwithstanding the foregoing, in the event the due date for delivery of such Purchaser Agent’s Purchaser Groupfinancials is waived or extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such time each of Scotia Capital, PNC, MUFG, Truist and TD are Revolving Credit Lenders (as defined therein) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; provided, that written notice of the applicable Reporting Date request for such waiver or Interim Reporting Dateextension is delivered by the Collection Agent to the Administrative Agent (for distribution to the Purchaser Agents) promptly after such request being sent to the Revolving Credit Lenders under the Credit Agreement. Since the formation of the Seller, there has been no material adverse change in the business, operations, property or financial or other condition of the Seller. (f) There is no pending or, to the Seller’s knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator that would reasonably be expected to materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or the ability of the Seller or United Rentals to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To the Seller’s knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or governmental body except for defaults that are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole. (g) No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim (other than any Adverse Claim arising under or permitted by any Transaction Document). Upon each purchase of or reinvestment in a Receivable Interest, the Investors or the Banks, as the case may be,, shall acquire a valid and perfected undivided percentage ownership interest or first priority security interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent relating to the Agreement and those filed pursuant to the Purchase Agreement. (gi) both Each Periodic Report (if prepared by the Seller, or to the extent that information contained therein is supplied by the Seller), information, exhibit, financial statement, document, book, record or report furnished at any time by or on behalf of the Seller to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with the Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time) as of the date so furnished. (j) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in paragraph (b) of Exhibit IV. (k) The names of all the Controlled Account Banks, together with the account numbers of the Controlled Account of the Seller at such Controlled Account Bank, are specified in Annex F hereto (or, subject to paragraph (h) of Exhibit IV, at such other Controlled Account Bank and/or with such other Controlled Account as have been notified to the Administrative Agent in accordance with the Agreement). The names of all the Collection Account Banks, together with the account numbers of the Collection Accounts of the Seller at such Collection Account Bank, are specified in Annex F hereto (or, subject to paragraph (h) of Exhibit IV, at such other Collection Account Bank and/or with such other Collection Account as have been notified to the Administrative Agent in accordance with the Agreement). (l) The Seller is not known by and does not use any tradename or doing-business-as name. (m) The Seller was formed on December 15, 2000 and the Seller did not engage in any business activities prior to the date of this Agreement other than those relating to the transactions evidenced by the Existing Agreement, the Former Deal Documents and after giving effect the documents amended and restated thereby. The Seller has no Subsidiaries. (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its Debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur Debt or liabilities beyond the Seller’s abilities to pay such Debt and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital. (o) With respect to each proposed Purchase or ReinvestmentPool Receivable, the requirements Seller (i) shall have received such Pool Receivable as a contribution to the capital of the Credit Agreement Seller by the Originator or (ii) shall have purchased such Pool Receivable from the Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Purchase Agreement), in the form of cash, an increase in the principal amount of the Subordinated Note or a combination thereof, in an amount that constitutes fair consideration and any other agreement evidencing any Material Indebtedness reasonably equivalent value. Each such sale referred to in clause (ii) of Lennox International with respect to transfers of assets and creation of liens the preceding sentence shall not have been violated,made for or on account of an antecedent Debt owed by the Originator to the Seller and no such sale is voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (hp) after giving effect Each ENB Receivable has been originated pursuant to each proposed Purchase the terms of a Contract substantially similar to the form of Contract attached hereto as Annex H, as amended from time to time by the Seller with notice to the Purchaser Agents; provided that if any amendment to the form of Contract attached as Annex H hereto adversely affects the enforceability of ENB Receivables or Reinvestmentthe interests of the Seller or the Investors therein in any material respect, such amendment shall require the Weighted Average Term written consent of the Purchaser Agents. (with respect q) The Seller is not, nor, to Receivables included in the Net Pool Balance) shall not exceed 45 days, best of the Seller’s knowledge, is it owned or controlled by Persons that are: (i) such the target of any sanctions under any Sanctions Laws, or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of sanctions administered or enforced by the government of the United States or Canada under any Sanctions Law. (r) Neither the entering into of this Agreement, the sale, assignment and transfer of the Receivable Interests hereunder nor the consummation of any other agreements, instruments, certificates, opinions and other documents as transactions contemplated hereby will result in the acquisition by the Administrative Agent may reasonably request have been delivered, andor any of the Investors of an “ownership interest” (as defined under the V▇▇▇▇▇▇ Rule) in the Seller. (js) each Originator The Seller has not issued any LCR Securities, and the Seller is a consolidated subsidiary of the Parent under generally accepted accounting principles in the United States in effect from time to time. (t) The Seller is an entity that is organized under the laws of the United States or of any State thereof and at least 51% of whose common stock or analogous equity interest is owned by a listed entity and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Regulation. Until the latest of the Facility Termination Date, the date on which no Capital of or Yield on any Receivable Interest shall have sold be outstanding or contributed the date all other amounts owed by the Seller hereunder to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, howeverInvestors, the absence of Banks, the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment Administrative Agent or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.Purchaser Agents are paid in full:

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment reinvestment hereunder shall be subject to the further conditions precedent that that, on the date on which such Purchase or reinvestment is made: (a) in the case of each Purchase, the Servicer shall have delivered to the Administrative Agent on or before such Purchase, in form and substance satisfactory to the Administrative Agent, a completed pro forma Information Package to reflect the level of Aggregate Investment with respect to the Purchase and related reserves after such subsequent purchase; (b) all legal matters related to the Facility shall have been found satisfactory to the Administrative Agent and its counsel; and (c) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or reinvestment by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified thata representation and warranty by the Seller and the Servicer that such statements are then true): (ai) the representations and warranties contained in Section 6.1 Exhibit III to the Agreement are true and correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day date and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, provided that the absence of the occurrence and continuance of an Unmatured Liquidation Termination Event (other than an Unmatured Termination Event described in clauses (e), (i), (j), (k) or (l) of Exhibit V) shall not be a condition precedent to (A) any Reinvestment reinvestment pursuant to Section 1.4(b) or (B) any Purchase on any day which does or reinvestment (including a reinvestment pursuant to Clause (A)) if the Aggregate Investment at the close of business is not cause greater than the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of Aggregate Investment at the opening of business on such daybusiness; (iii) the Purchased Interest does not exceed 100%; (iv) Each of the Seller, the Servicer and Amphenol Corporation has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it; and (v) the Facility Termination Date shall not have occurred and at least one Related Committed Purchaser shall have a Commitment in full force and effect.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as expressly set forth in Section 1.02(e)(vi) with respect to the funding obligation of a Delaying Bank with respect to Delayed Funds on a Delayed Funding Date) (including the initial purchase) and each Reinvestment reinvestment in the Pool Receivables shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Collection Agent shall have delivered to the Administrative Agent and each Purchaser Agent on or prior to such purchase, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a completed Monthly Report, Weekly Report and Daily Report, when applicable, containing information covering the most recently ended calendar month and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under paragraph (i) of Exhibit V would occur; (b) on the date of such Purchase purchase or Reinvestment reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true), except that the statement in clause (iii) below is required to have certified that):be true only if such purchase or reinvestment is by a Purchaser: (ai) the representations and warranties contained in Section 6.1 Exhibit III are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event,an Incipient Event of Termination; and (iii) the Administrative Agent, at the direction of any Purchaser Agent, shall not have given the Seller at least one Business Day’s notice that the Purchasers for which such Purchaser Agent acts have terminated the reinvestment of Collections in Receivable Interests; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchaseeach purchase, the Administrative Agent and each Purchaser Agent shall have timely received an appropriate notice a Purchase Request and such other approvals, opinions or documents as it may reasonably request pursuant to the terms of the proposed Purchase Agreement. The Seller represents and warrants as follows: (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller’s certificate of formation and limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property, the violation of which could reasonably be expected to have a Material Adverse Effect on the collectibility of any Pool Receivable or a Material Adverse Effect on Seller or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to the Agreement). Each of the Transaction Documents to which it is a party has been duly executed and delivered by a duly authorized officer of the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents to which it is a party, except for the filing of UCC financing statements that are referred to therein other than those which have been obtained; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable. (d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with Section 1.2(aits terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law),. (fe) a completed Information Package or Interim Information Package (if applicable) shall The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been delivered by the Master Servicer furnished to the Administrative Agent and each Purchaser Agent, fairly present in all material respects the consolidated financial condition of United Rentals and its Subsidiaries as at such date and the consolidated results of the operations of United Rentals and its Subsidiaries for the period ended on behalf such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals or its Subsidiaries, except as may have previously been disclosed to the Administrative Agent and each Purchaser Agent. Notwithstanding the foregoing, in the event the due date for delivery of such Purchaser Agent’s Purchaser Groupfinancials is waived or extended with respect to the Revolving Loans pursuant to the Credit Agreement and at such time each of Scotia Capital, as PNC, BTMU and BOA are Revolving Credit Lenders thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement. Since the formation of the applicable Reporting Date Seller, there has been no material adverse change in the business, operations, property or Interim Reporting Datefinancial or other condition of the Seller. (f) There is no pending or, to the Seller’s knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator that may materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or the ability of the Seller or United Rentals to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To the Seller’s knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies that defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole. (g) No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim (other than any Adverse Claim arising under or permitted by any Transaction Document). Upon each purchase of or reinvestment in a Receivable Interest, the Investors or the Banks, as the case may be,, shall acquire a valid and perfected undivided percentage ownership interest or first priority security interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable Law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such Law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent relating to the Agreement and those filed pursuant to the Purchase Agreement. (gi) both Each Monthly Report, Weekly Report and Daily Report (if prepared by the Seller, or to the extent that information contained therein is supplied by the Seller), information, exhibit, financial statement, document, book, record or report furnished at any time by or on behalf of the Seller to the Administrative Agent, the Purchaser Agents, the Investors or the Banks in connection with the Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, the Purchaser Agents, the Investors or the Banks, as the case may be, at such time) as of the date so furnished. (j) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in paragraph (b) of Exhibit IV. (k) The names and addresses of all the Controlled Account Bank, together with the account numbers of the Controlled Account of the Seller at such Controlled Account Bank, are specified in Annex F hereto (or at such other Controlled Account Bank and/or with such other Controlled Account as have been notified to the Administrative Agent in accordance with the Agreement). (l) The Seller is not known by and does not use any tradename or doing-business-as name. (m) The Seller was formed on December 15, 2000 and the Seller did not engage in any business activities prior to the date of this Agreement other than those relating to the transactions evidenced by the Existing Agreement, the Former Deal Documents and after giving effect the documents amended and restated thereby. The Seller has no Subsidiaries. (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its Debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur Debt or liabilities beyond the Seller’s abilities to pay such Debt and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital. (o) With respect to each proposed Purchase or ReinvestmentPool Receivable, the requirements Seller (i) shall have received such Pool Receivable as a contribution to the capital of the Credit Agreement Seller by the Originator or (ii) shall have purchased such Pool Receivable from the Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Purchase Agreement) of cash in an amount that constitutes fair consideration and any other agreement evidencing any Material Indebtedness reasonably equivalent value. Each such sale referred to in clause (ii) of Lennox International with respect to transfers of assets and creation of liens the preceding sentence shall not have been violated,made for or on account of an antecedent Debt owed by the Originator to the Seller and no such sale is voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (hp) after giving effect Each ENB Receivable has been originated pursuant to each proposed Purchase the terms of a Contract substantially similar to the form of Contract attached hereto as Annex H as amended from time to time by the Seller with notice to the Purchaser Agents; provided that if any amendment to the form of Contract attached as Annex H hereto adversely affects the enforceability of ENB Receivables or Reinvestmentthe interests of the Seller or the Investors therein, such amendment shall require the written consent of the Purchaser Agents. Until the latest of the Facility Termination Date, the Weighted Average Term (with respect date on which no Capital of or Yield on any Receivable Interest shall be outstanding or the date all other amounts owed by the Seller hereunder to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreementsInvestors, instrumentsthe Banks, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.Purchaser Agents are paid in full:

Conditions Precedent to All Purchases and Reinvestments. Each Purchase and each Reinvestment shall be subject to the conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) , Servicing Fee, and, in the case event that neither Lennox nor any other Seller Party or Affiliate thereof is the Master Servicer, all reasonable and appropriate out-of-pocket costs and expenses of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer of servicing, collecting and administering the Pool Receivables to the Administrative Agent extent not covered by the Servicing Fee received by it, and each Purchaser Agent(ii) the Collections of any Receivable which is not a Pool Receivable. The Master Servicer, on behalf of such Purchaser Agent’s Purchaser Groupif other than Lennox or any other Seller Party or Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all documents, instruments and records in its possession that evidence or relate to Receivables of the applicable Reporting Date Seller other than Pool Receivables, and copies of documents, instruments and records in its possession that evidence or Interim Reporting Date, as the case may be, (g) both prior relate to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayReceivables.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 ------- 6.01 are correct in all material respects on and as of such day as ---- though made on and as of such day and shall be deemed to have been made on such day, (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount (i) Purchaser's Total Investment will not exceed the Purchase Limit in effect at such timeLimit, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and (ii) the Asset Interest Interest, expressed as a percentage of Net Pool Balance, will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) the aggregate amount on deposit in the case RPA Cash Collateral Account (after giving effect to such Purchase or Reinvestment and any deposit to the RPA Cash Collateral Account but excluding any earnings on the investment of a Purchasesuch amount), each Purchaser Agent shall have timely received an appropriate notice of not be less than the proposed Purchase in accordance with Section 1.2(a),RPA Required Cash Collateral Amount; and (f) a completed Information Package or Interim Information Package the Spread Account Amount (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed such Purchase or Reinvestment, the requirements of the Credit Agreement Reinvestment and any other agreement evidencing any Material Indebtedness of Lennox International with respect deposit to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool BalanceSpread Account Amount) shall not exceed 45 days, (i) such other agreementsbe less than the Required Spread Account Amount, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured -------- ------- Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested AmountPurchaser's Total Investment, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount Purchaser's Total Investment as of the opening of business on of the day of such dayReinvestment or Purchase.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other opinions or documents as it may reasonably request; provided that the Agent has requested such opinions or documents (i) pursuant to Section 7.2(a) or (ii) in connection with a change in law which the Agent determines in its reasonable business judgment to have an adverse effect on the interests of the Purchasers hereunder; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) (A) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes will constitute an Amortization Event, and (B), in the case of an Incremental Purchase, no event has occurred and is continuing, or would result from such Incremental Purchase that would constitute a Liquidation Event or Unmatured Liquidation Potential Amortization Event,; and (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or Reinvestment: (a) the Servicer or the Sub-Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and upon the Agent's request, the Servicer or the Sub-Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase and each Reinvestment acceptance of an assignment pursuant to Section 2.02(c) hereof) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each Purchase, the Collection Agent shall have delivered to the Secondary Purchasers and the Administrative Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Secondary Purchasers, all Investor Reports as and when due under Section 6.02(g) and, on or prior to the date of the initial Purchase, an Investor Report containing then current information acceptable to the Secondary Purchasers, and (b) on the date of such each Purchase or Reinvestment reinvestment, all conditions specified in respect thereof under Article II hereof shall have been complied with and the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained in Section 6.1 Article IV are correct in all material respects on and as of the date of such day Purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such daydate, (bii) no event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment, that constitutes (x) in the case of a Liquidation Purchase, an Event of of Termination or Unmatured Liquidation aa Potential Termination Event and (y) in the case of reinvestment, an Event of Termination or a Significant Potential Termination Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (diii) the Facility Termination Date shall not have occurred, (eiv) the Internal Revenue Service shall not have filed a notice of lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or any Originator, and the Pension Benefit Guaranty Corporation shall not have filed a notice of lien pursuant to Section 4068 of ERISA with regard to any assets of the Seller or any Originator, unless such liens (1) have been suspended or (2) are being contested in good faith by the Seller or such Originator and have been bonded in the full amount thereof; provided, however, that with respect to any Originator, the amount of such lien shall be greater than $50,000,000, and (v) in the case of a Purchaseany particular Secondary Purchaser, each its respective Related Purchaser Agent shall have timely received an appropriate notice failed to make a “Purchase” of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered like amount, term and tenor which was requested by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant or shall have ceased to make reinvestments, in either case under the Sale Primary Purchase Agreement, all Receivables arising on and (c) the Secondary Purchasers shall have received such other approvals, opinions or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount documents as of the opening of business on such daythey may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall will be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (1) the Servicer will have delivered to the Falcon Agent and Fifth Third on or prior to the date of such purchase, in form and substance satisfactory to both the Falcon Agent and Fifth Third, all Monthly Reports as and when due under Section 8.5 and (2) upon the Falcon Agent’s or Fifth Third’s request, the Servicer will have delivered to the Falcon Agent and Fifth Third at least three (3) days prior to such purchase or Reinvestment an interim report showing the amount of then Eligible Receivables; (b) the Facility Termination Date will not have occurred; (c) the Falcon Agent and Fifth Third will have received such other approvals, opinions or documents as the Falcon Agent or Fifth Third may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall will be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, shall Reinvestment will be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes would constitute a Liquidation Event or Unmatured Liquidation Potential Amortization Event,; and (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment will, unless otherwise directed by any Agent or Purchaser, occur automatically on each day that the Allocation Limit, Servicer will receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment will give rise to a right of the Falcon Agent and Fifth Third, which right may be exercised at any time on demand of the Falcon Agent or Fifth Third, to rescind the related purchase and direct Seller to pay to the Falcon Agent (d) for the Termination Date shall not have occurred, (e) benefit of the Purchasers in the case of a PurchaseFalcon Group, each Purchaser Agent shall have timely received an appropriate notice and to Fifth Third their respective Percentages of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall Collections prior to the Amortization Date that will have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to a Liquidity Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance reasonably satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least two (2) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 Sections 5.1 and 5.2 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed the Allocation Limit,100%; and (div) if such Incremental Purchase or Reinvestment is funded by the Termination Date Company, the Company shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received be party to unexpired Liquidity Agreements with an appropriate notice aggregate commitment limit equal to at least 102% of the proposed Purchase Limit. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase, the Servicer shall have delivered to the Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (c) on each Purchase or Reinvestment Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,Purchase Date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Amortization Event; and (iii) the Aggregate Invested Amount will does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Receivable Interests do not exceed 100%. Notwithstanding the Allocation Limit, (d) failure of Seller to satisfy any of the Termination Date foregoing conditions precedent in respect of such Reinvestment, it is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person; PROVIDED, HOWEVER, that the making of any such Reinvestment shall not have occurred, (e) in impair any right or remedy that the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as Purchaser may have against Seller for breach of the opening of business on such daythis Agreement.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase ------------------------------------------------------- purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Master Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Master Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Master Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified that): (a) a representation and warranty by Seller that such statements are then true): the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and date; provided that the materiality threshold in the preceding clause shall not be deemed applicable with respect to have been made on such day, (b) any representation or warranty which itself contains a materiality threshold; no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) hereunder and each Reinvestment the right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Eligible Asset pursuant to Sections 2.05 or 2.06 shall be subject to the further conditions precedent that (a) with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Investor Report, dated within 20 days prior to the date of such Purchase and, upon the request of the Agent, a listing by Obligor of all Pool Receivables and such additional information as may be reasonably requested by the Agent, and (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified that): ): (ai) the The representations and warranties contained in Section 6.1 4.01 are correct in all material respects on and as of such day date as though made on and as of such day and shall be deemed to have been made on such day, date, (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment, which constitutes an Event of Investment Ineligibility or would constitute an Event of Investment Ineligibility but for the requirement that notice be given or time elapse or both, (iii) The Agent shall not have delivered to the Seller a notice that the Investor shall not make any further Purchases hereunder and/or that the Collection Agent shall not reinvest in any Pool Receivables on behalf of the Owner, and (iv) On such date, all of the Seller's long-term public senior debt securities are rated at least BBB- by Standard & Poor's Rating Service, a division of ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and Baa3 by ▇▇▇▇▇'▇ Investors Service, Inc., or, if such debt securities are not publicly rated on such date, the Agent has determined, in its sole discretion, that constitutes a Liquidation Event or Unmatured Liquidation Event, such debt securities would receive such ratings if they were publicly rated, <PAGE> 34 28 and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayrequest.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase after effectiveness of this Agreement) and each Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each Purchase, the Servicer shall have delivered to the Administrative Agent and each Purchaser Agent on or prior to such Purchase, in form and substance satisfactory to the Administrative Agent, a completed Interim Receivables Report as of the Business Day immediately preceding the date of such Purchase. (b) on the date of such Purchase or Reinvestment the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained in Section 6.1 Exhibit III are true and correct in all material respects on and as of the date of such day Purchase or Reinvestment as though made on and as of such day date (unless such representations and warranties speak only as of a prior date in which case such representations and warranties shall be deemed to have been true and correct as of such prior date); (ii) the representations and warranties of the Originator in the Receivables Sale Agreement are true and correct on and as of the date of such Purchase or Reinvestment as though made on and as of such day,date (unless such representations and warranties speak only as of a prior date in which case such representations and warranties shall be true and correct as of such prior date); (biii) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event,; (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (div) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested AmountAggregate Capital, after giving effect to any such Purchase or Reinvestment or Purchaseshall not be greater than the Program Limit, and the Receivables Interest shall not exceed 100%; and (v) the Termination Date has not occurred. (c) the Receivables Sale Agreement is in full force and effect and the Originator has not designated the “Termination Date” under the Receivables Sale Agreement by notice to exceed the Invested Amount as of the opening of business on such day.Seller. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each Purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such Purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, the most recent Information Package to reflect the level of the Aggregate Capital and related reserves after such Purchase; and (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained in Section 6.1 Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such day Purchase or reinvestment as though made on and as of such day date except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be deemed to have been made on true and correct as of such day,earlier date); (bii) in the case of a Purchase (but not reinvestment), no event has occurred and is continuing, or would result from such Purchase or ReinvestmentPurchase, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event and in the case of a reinvestment, no event has occurred and is continuing, or would result from such reinvestment, that constitutes a Termination Event,; (ciii) the Aggregate Capital, after giving effect to each proposed any such Purchase or Reinvestmentreinvestment shall not be greater than the Purchase Limit, and the Invested Amount will Purchased Interest shall not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit,100%; and (div) the Facility Termination Date shall has not have occurred,. (ec) in the case of a Purchaseeach Purchase (but not reinvestment), each Purchaser Agent shall have timely received an appropriate notice no event or condition described in clause (j)(ii) of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer Exhibit V to the Administrative Agent and each Purchaser Agentthis Agreement, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after without giving effect to each proposed Purchase or Reinvestmentthe fifteen (15) Business Day grace period set forth in such clause, the requirements of the Credit Agreement has occurred and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayis continuing.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) hereunder and each Reinvestment the right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Eligible Asset pursuant to Section 2.05 or 2.06 shall be subject to the further conditions precedent that that: (a) With respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Seller Report, dated within 35 days prior to the date of such Purchase, together with a listing by Obligor of all Pool Receivables and such additional information as may be reasonably requested by the Agent; (b) On the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, Seller by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified on the date of such purchase or reinvestment that): (ai) the The representations and warranties contained in Section 6.1 4.01 hereof and contained in each other Loan Document are correct in all material respects on and as of such day date as though made on and as of such day date before and shall be deemed after giving effect to have been made on such dayPurchase or reinvestment and to the application of proceeds therefrom other than representations or warranties that, by their terms, refer to a date other than the date of such Purchase, (bii) no No event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment or from the application of proceeds therefrom, which constitutes an Event of Investment Ineligibility or would constitute an Event of Investment Ineligibility but for the requirement that constitutes notice be given or time elapse or both, (iii) The Agent shall not have delivered to the Seller a Liquidation Event or Unmatured Liquidation Event,notice that no Investor shall not make any further Purchases hereunder and/or that the Collection Agent shall not reinvest in any Pool Receivables on behalf of the Owner of an Eligible Asset, and (iv) On such date, the fee agreement noted in Section 2.10 of this Agreement shall be effective; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser The Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayrequest.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) the representations and warranties contained in Section 6.1 are correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day, (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes a Liquidation Event or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount sum of (i) the Purchaser's Total Investment and (ii) the aggregate of the CP Discounts of all Commercial Paper Notes then outstanding will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser the Administrative Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have Settlement Report has been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Groupthe Purchaser's behalf, as of the applicable Reporting Date or Interim Reporting Datereporting date, as the case may be,and (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event that there shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as failure of the opening condition set forth in this subsection (h) unless the Seller has been provided with a reasonable amount of business on time in which to respond and the Seller has not responded within such daytime period.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, a completed Servicer Report with respect to the immediately preceding calendar month, dated within 4 days prior to the date of such purchase together with a listing by Obligor of all Pool Receivables and such additional information as may reasonably be requested by the Agent; (b) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained in Section 6.1 EXHIBIT III are true and correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; and (bii) in the case of each purchase, no event has occurred and is continuing, or would result from such Purchase or Reinvestmentpurchase, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event,; and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (eiii) in the case of a Purchaseeach reinvestment, each Purchaser no event has occurred and is continuing, or would result from such reinvestment that constitutes (x) any Termination Event or (y) an Unmatured Termination Event under CLAUSE (g) or (i) of EXHIBIT V to the Receivables Purchase Agreement; and (iv) the Termination Date has not occurred; and (c) the Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificatesapprovals, opinions and other or documents as the Administrative Agent it may reasonably request have been delivered, and (j) each Originator shall have sold and which the Seller or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on Servicer can provide without unreasonable burden or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.expense. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to a Funding Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Agent on or prior to the date of such purchase or Reinvestment, in form and substance satisfactory to the Agent, all Monthly Reports and interim reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Asset Interest Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in effect respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at such timeany time on demand of the Agent, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Asset Interest will not exceed Collections prior to the Allocation Limit, (d) the Termination Amortization Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each Purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such Purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, the most recent Information Package or Weekly Report, if applicable to reflect the level of the Aggregate Capital and related reserves after such subsequent Purchase; and (b) on the date of such Purchase or Reinvestment reinvestment the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained as identified in Section 6.1 4(a) of Exhibit III of this Agreement with respect to such Purchase and as identified in Section 4(b) of Exhibit III of this Agreement with respect to such reinvestment are true and correct in all material respects on and as of such day as though through made on and as of such day and in all material respects (unless such representation or warranty contains a material qualification, and, in such case, such representation or warranty shall be deemed to have been true and correct as made on and as of such day,), except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct as of such date in all material respects (unless such representation or warranty contains a material qualification, and, in such case, such representation or warranty shall be true and correct as made as of such earlier date)); (bii) no event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation Termination Event or an Unmatured Liquidation Termination Event,; (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (diii) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested AmountAggregate Capital, after giving effect to any such Reinvestment Purchase or Purchasereinvestment shall not be greater than the Purchase Limit, to and the Purchased Interest shall not exceed 100%; and (iv) the Invested Amount as of the opening of business on such dayFacility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each ------------------------------------------------------- Purchase (including the initial Purchase and each Reinvestment acceptance of an assignment pursuant to Section 2.02(c) hereof) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each Purchase, the Collection Agent shall have delivered to the Secondary Purchasers and the Administrative Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Secondary Purchasers, all Investor Reports as and when due under Section 6.02(g) and, on or prior to the date of the initial Purchase, an Investor Report containing then current information acceptable to the Secondary Purchasers, and (b) on the date of such each Purchase or Reinvestment reinvestment, all conditions specified in respect thereof under Article II hereof shall have been complied with and the following statements shall be true (and acceptance of the Seller, by accepting the amount proceeds of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained in Section 6.1 Article IV are correct in all material respects on and as of the date of such day Purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such daydate, (bii) no event has occurred and is continuing, or would result from such Purchase or Reinvestmentreinvestment, that constitutes an Event of Termination or a Liquidation Event or Unmatured Liquidation Potential Termination Event, (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (diii) the Facility Termination Date shall not have occurred, (eiv) the Internal Revenue Service shall not have filed a notice of lien pursuant to Section 6323 of the Code with regard to any assets of the Seller or any Originator, and the Pension Benefit Guaranty Corporation shall not have filed a notice of lien pursuant to Section 4068 of ERISA with regard to any assets of the Seller or any Originator, unless such liens (1) have been suspended or (2) are being contested in good faith by the Seller or such Originator and have been bonded in the full amount thereof; provided, however, that with respect to any Originator, the amount -------- ------- of such lien shall be greater than $50,000,000, and (v) in the case of a Purchaseany particular Secondary Purchaser, each its respective Related Purchaser Agent shall have timely received an appropriate notice failed to make a "Purchase" of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered like amount, term and tenor which was requested by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant or shall have ceased to make reinvestments, in either case under the Sale Primary Purchase Agreement, all Receivables arising on and (c) the Secondary Purchasers shall have received such other approvals, opinions or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount documents as of the opening of business on such daythey may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Servicer shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Servicer Report covering the most recently ended reporting period for which a Servicer Report is required to be delivered pursuant to Section 6.02(g) and demonstrating that, after giving effect to such purchase, no Event of Termination or Incipient Event of Termination under Section 7.01(e) would occur, (b) in the case of each reinvestment, the Servicer shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Agent, a completed Servicer Report covering the most recently ended reporting period for which a Servicer Report is required to be delivered pursuant to Section 6.02(g), (c) on the date of such Purchase purchase or Reinvestment reinvestment the following statements shall be true, except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by an Investor (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, purchase or reinvestment shall be deemed a representation and each other Seller Party, upon such acceptance or receipt warranty by the Seller, shall be deemed the Servicer and the Parent (each as to have certified thatitself) that such statements are then true): (ai) the The representations and warranties contained in Section 6.1 Sections 4.01, 4.02 and 4.03 are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no No event has occurred and is continuing, or would result from such Purchase purchase or Reinvestmentreinvestment, that constitutes a Liquidation an Event of Termination or Unmatured Liquidation Event,an Incipient Event of Termination; (ciii) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date The Agent shall not have occurred,given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections in Receivable Interests; (eiv) in No Originator (other than the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicableParent) shall have been delivered by the Master Servicer stopped selling or contributing to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the SellerParent, pursuant to the Sale Initial Purchase Agreement, all Receivables originated by it and arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event and (v) The Parent shall not be a condition precedent have stopped selling or contributing to any Reinvestment the Seller, pursuant to the Secondary Purchase Agreement, all Receivables originated by it and arising on or any prior to such date or transferred to it by another Originator pursuant to the Initial Purchase Agreement on any day which or prior to such date; (vi) The Non-Lockbox Receivable Ratio does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.5%; and

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 12.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports and Weekly Reports as and when due under Section 8.5 and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects (except that the materiality standard in this clause (i) shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms) on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute a Liquidation Event or Unmatured Liquidation Potential Amortization Event,; (ciii) the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed the Maximum Purchaser Interest; and (iv) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Incremental Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Receivables Balance) shall not exceed 45 60 days, (i) . It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such other agreementsReinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, instrumentswhich right may be exercised at any time on demand of the Agent, certificates, opinions to rescind the related purchase and other documents as direct Seller to pay to the Administrative Agent may reasonably request for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered, and (j) each Originator shall have sold or contributed applied to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such dayaffected Reinvestment.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports and Weekly Reports as and when due under Section 8.5 and (ii) upon the Agent’s request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim report showing the amount of Eligible Receivables only; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 of this Agreement and in Section 2.1 of the Subsidiary RSA are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such timeand, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a an Incremental Purchase, the aggregate Purchaser Interests do not exceed 97% or, if the Purchaser Interest Condition is existing on such date, 100%. It is expressly understood that each Purchaser Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall have timely received an appropriate notice receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or Reinvestment: (a) the Servicer or the Sub-Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5 and upon the Agent's request, the Servicer or the Sub-Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Purchasers on or prior to the date of such purchase, in form and substance satisfactory to each of the Purchasers, all Receivables Reports as and when due under Section 8.5 and (ii) upon any Purchaser’s reasonable request, the Servicer shall have delivered to the Purchasers at least three (3) days prior to such purchase or Reinvestment an interim Receivables Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall date; provided, however, that so long as the RPM-Delaware Credit Agreement does not require the datedown as of each borrowing date of the absence of material adverse change representation thereunder, the representation contained in Section 5.1(m) of this Agreement need only be deemed to have been made on such day,true as of the date of the initial Purchase hereunder; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in effect respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of each Purchaser, which right may be exercised at any time on demand of such timePurchaser, no Purchaser Group’s Purchaser Group Invested Amount will exceed to rescind the related purchase and direct Seller to pay to such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice its Percentages of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) Collection prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase or (a) the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports and Semi-Monthly Reports as and when due under Section 8.5 and upon the Agent's request, the Servicer shall have delivered to the Agent an interim Monthly Report or Semi-Monthly Report showing the amount of Eligible Receivables (i) at least three (3) days prior to any Incremental Purchase and (ii) no later than three (3) days after such request in the case of any Reinvestment; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment, the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Weekly Reports and all Monthly Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase or Reinvestment the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports and other interim reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event; and (iii) the Invested Amount will Aggregate Capital does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Allocation Limit, (d) Agent or any Purchaser, occur automatically on each day that the Termination Date Servicer shall not have occurred, (e) in receive any Collections without the case requirement that any further action be taken on the part of a Purchase, each Purchaser Agent shall have timely received an appropriate notice any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind such Reinvestment and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Purchaser Interest and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase or Reinvestment, in form and substance satisfactory to the Agents, all Settlement Reports as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) each of the Agents shall have received such other approvals, opinions or documents as it may reasonably request, provided, however, that no Co-Agent shall request additional approvals, opinions or documents pursuant to this Section unless mandated by Standard & Poor’s or ▇▇▇▇▇’▇ Investors Service, Inc. or unless there has been a change in applicable law; and (d) on the date of each such Incremental Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 excluding, in the case of any Reinvestment, Section 5.1(e) (except as it relates to a Material Adverse Effect of the of the type described in clause (iii) of the definition of such term ) or Section 5.1 (m), are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation will constitute (A) in the case of an Incremental Purchase, an Amortization Event or an Unmatured Liquidation Event, Amortization Event and (c) after giving effect to each proposed Purchase or Reinvestment, the Invested Amount will not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will not exceed the Allocation Limit, (d) the Termination Date shall not have occurred, (eB) in the case of a PurchaseReinvestment, an Amortization Event; and (iii) the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%. It is expressly understood that each Purchaser Reinvestment shall, unless otherwise directed by the applicable Co-Agent or Purchaser, occur automatically on each day that the Servicer shall have timely received an appropriate notice receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the proposed Purchase foregoing conditions precedent in accordance with Section 1.2(a), (f) respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a completed Information Package or Interim Information Package (if applicable) right of the Co-Agents, which right may be exercised at any time on demand of the Co-Agents, acting together, to rescind the related purchase and direct Seller to pay to each Co-Agent for the benefit of the Purchasers in its Group an amount equal to such Group’s Percentage of the Collections prior to the Amortization Date that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each Reinvestment hereunder shall be subject to the further conditions precedent that on the date of such Purchase or Reinvestment Reinvestment, the following statements shall be true (and the Seller, by accepting the amount of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance or receipt by the Seller, shall be deemed to have certified that): (a) each of the representations and warranties contained in Section 6.1 Article VI hereof, in the Sale Agreement and in each other Transaction Document are true and correct in all material respects on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,day (except to the extent such representations and warranties explicitly refer solely to an earlier date, in which case they shall be true and correct as of such earlier date); (b) no event has occurred and is continuing, or would result from such Purchase or Reinvestment, that constitutes an Event of Termination, an Unmatured Event of Termination, a Liquidation Master Servicer Termination Event or an Unmatured Liquidation Master Servicer Termination Event,; (c) after giving effect to each such proposed Purchase or Reinvestment, (i) the Invested Amount Purchasers’ Total Investment will not exceed the Purchase Limit in effect at such timePurchasers’ Total Commitment, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time (ii) the sum of the Purchasers’ Total Investment and the Asset Interest Required Reserves will not exceed the Allocation Limit, Net Portfolio Balance and (iii) the Purchaser Group Investment of each Purchaser Group will not exceed its respective Purchaser Group Commitment; and (d) the Purchase Termination Date shall has not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Administrator on or prior to the date of such Purchase, in form and substance satisfactory to the Administrator, all Monthly Reports and Collateral Certificates as and when due under Section 8.5 and (ii) upon the Administrator’s request, the Servicer shall have delivered to the Administrator at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Administrator shall have received such other approvals, opinions or Reinvestment documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance Incremental Purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 5.1 are true and correct in all material respects on and as of the date of such day Incremental Purchase or Reinvestment as though made on and as of such day Purchase Date, except to the extent such representations and shall be deemed warranties are expressly limited to have been made on such day,an earlier date; (bii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes a Liquidation Event will constitute an Amortization Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Amortization Event; and (iii) the Aggregate Invested Amount will does not exceed the Purchase Limit in effect on such Purchase Date. It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrator or TPF, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrator, which right may be exercised at such timeany time on demand of the Administrator, no Purchaser Groupto rescind the related purchase and direct the Seller to pay to the Administrator’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and Account, for the Asset Interest will not exceed benefit of TPF, an amount equal to the Allocation Limit, (d) Collections prior to the Facility Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Agent shall have timely received an appropriate notice of the proposed Purchase in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) that shall have been delivered by the Master Servicer applied to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or affected Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Receivable Interest hereunder and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, the Collection Agent shall have delivered to the Agent and each applicable Managing Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent and such Managing Agent, all Monthly Reports and Weekly Reports as and when due under Section 6.5; (b) on the date of each such Purchase purchase or Reinvestment Reinvestment, the following statements shall be true both before and after giving effect to such purchase or Reinvestment (and the Seller, by accepting the amount acceptance of such Purchase or by receiving the proceeds of such Reinvestment, and each other Seller Party, upon such acceptance purchase or receipt by the Seller, Reinvestment shall be deemed to have certified thata representation and warranty by the Seller that such statements are then true): (ai) the representations and warranties contained set forth in Section 6.1 Article III are correct in all material respects on and as of the date of such day purchase or Reinvestment as though made on and as of such day and shall be deemed to have been made on such day,date; (bii) no event has occurred and is continuing, or would result from such Purchase purchase or Reinvestment, that constitutes will constitute a Liquidation Event Termination Event, and no event has occurred and is continuing, or Unmatured Liquidation Event, (c) after giving effect to each proposed Purchase would result from such purchase or Reinvestment, that would constitute a Potential Termination Event; (iii) neither the Invested Amount will Liquidity Termination Date (with respect to all Investors) nor the Facility Termination Date shall have occurred; and (iv) the aggregate Capital of all Receivable Interests does not exceed the Purchase Limit in effect at such time, no Purchaser Group’s Purchaser Group Invested Amount will exceed such Purchaser Group’s Purchaser Group Limit in effect at such time and the Asset Interest will aggregate Receivable Interests does not exceed the Allocation Limit, 100%; and (dc) the Termination Date shall not have occurred, (e) in the case of a Purchase, each Purchaser Managing Agent shall have timely received an appropriate notice such other approvals, opinions or documents as it shall have reasonably requested prior to the date of such purchase and which relate to assurances sought by such Managing Agent or any Purchaser in light of the proposed Purchase occurrence of any Regulatory Change or the occurrence of any other event or condition the effect of which is to increase the risk in accordance with Section 1.2(a), (f) a completed Information Package or Interim Information Package (if applicable) shall have been delivered by the Master Servicer to the Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, as any material respect that any of the applicable Reporting Date or Interim Reporting Date, as the case may be, (g) both prior to and after giving effect to each proposed Purchase or Reinvestment, the requirements of the Credit Agreement and any other agreement evidencing any Material Indebtedness of Lennox International with respect to transfers of assets and creation of liens foregoing conditions shall not have been violated, (h) after giving effect to each proposed Purchase or Reinvestment, satisfied at the Weighted Average Term (with respect to Receivables included in the Net Pool Balance) shall not exceed 45 days, (i) time of such other agreements, instruments, certificates, opinions and other documents as the Administrative Agent may reasonably request have been delivered, and (j) each Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables arising on or prior to such date; provided, however, the absence of the occurrence and continuance of an Unmatured Liquidation Event shall not be a condition precedent to any Reinvestment or any Purchase on any day which does not cause the Invested Amount, after giving effect to such Reinvestment or Purchase, to exceed the Invested Amount as of the opening of business on such daypurchase.