EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 6 TO 
 AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT 
 This AMENDMENT NO. 6, dated as of November 13, 2017 (this
“Amendment”), is made with respect to that certain Amended and Restated Receivables Purchase Agreement, dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified, the
“Agreement”), among LPAC CORP., a Delaware corporation ( the “Seller”), LENNOX INDUSTRIES INC., a Delaware corporation, as master servicer thereunder (in such capacity, the “Master
Servicer”), VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as administrative agent for the Investors (in such capacity, the “Administrative
Agent”), the purchaser agent for the BTMU Purchaser Group (in such capacity, the “BTMU Purchaser Agent”) and a BTMU Liquidity Bank, and WELLS FARGO BANK, N.A. (“WFB”), as the
purchaser agent for the WFB Purchaser Group (in such capacity, the “WFB Purchaser Agent”) and a WFB Liquidity Bank (the “WFB Liquidity Bank”). Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings given to such terms in the Agreement. 
 Preliminary Statements 

(1)     WFB has been requested, and is willing, to act as the WFB Purchaser Agent under the Agreement. 

(2)    As of the date hereof and immediately prior to the effectiveness hereof, the BTMU Purchaser and the BTMU Liquidity
Bank, as applicable, have assigned to the WFB Liquidity Bank an interest in their respective rights and obligations under the Agreement, including, without limitation, an interest in their respective ownership of each Asset Interest and the BTMU
Purchaser Agent’s Purchaser Group Limit (the “WFB Assignment”). 
 (3)     Each of the
parties to the Agreement desires to amend the Agreement on the conditions set forth herein. 
 NOW, THEREFORE, the signatories hereto agree
as follows: 
 SECTION 1.    Amendment to the Agreement. Effective as of the date hereof in accordance with
Section 2 of this Amendment, after giving effect to the WFB Assignment, the Agreement is hereby amended to read as set forth in Annex A. For the avoidance of doubt, each of the parties hereto hereby agrees and acknowledges that, notwithstanding
anything to the contrary contained in the Agreement, (x) neither BTMUNY nor Victory shall be deemed to be a member of the WFB Purchaser Group and (y) BTMUNY shall in no event be deemed to be the WFB Purchaser Agent, in either case, as a
result of the WFB Assignment. For the avoidance of doubt, each reference to “The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch” and “The Bank of Tokyo-Mitsubishi UFJ, Ltd., NY Branch” in the Agreement is replaced with
“The Bank of Tokyo-Mitsubishi UFJ, Ltd.” 
 SECTION 2.    Effectiveness. This Amendment shall
become effective as of the date hereof at such time that: 
 (a)    the WFB Assignment shall have become effective; 

(b)    each of the Administrative Agent, the BTMU Purchaser Agent and the WFB Purchaser Agent shall have received, in form
and substance satisfactory to it, executed counterparts of this Amendment; 







 (c)    the BTMU Purchaser Agent and the WFB Purchaser Agent shall have
received an executed amendment and restatement of the Fee Letter (the “A&R Fee Letter”); 

(d)    the BTMU Purchaser Agent and the WFB Purchaser Agent shall have received payment of the Up-Front Fee, in accordance with the terms of, and as such term is defined in, the A&R Fee Letter; and 

(e)    the Administrative Agent and each Purchaser Agent shall have received, in form and substance satisfactory to it, a
copy of the resolutions of the board of directors (or similar governing body) of the Seller and the Master Servicer approving this Amendment and the transactions contemplated hereby, certified by its secretary or any other authorized person. 

SECTION 3.    Transaction Document. This Amendment shall be a Transaction Document under the Agreement. 

SECTION 4.    Representations and Warranties. Each of the Seller and the Master Servicer makes, as to itself
(except where specifically provided otherwise therein), each of the representations and warranties contained in Section 6.1 of the Agreement (after giving effect to this Amendment). 

SECTION 5.    Confirmation of Agreements; No Other Modifications. Each reference in the Agreement to
“this Agreement” or “the Agreement”, or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Agreement, shall mean the Agreement as amended by this
Amendment, and as hereafter amended or restated. Except as herein expressly amended, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. 

SECTION 6.    Affirmation and Consent of Lennox International. Lennox International hereby consents to this
Amendment and hereby affirms and agrees that the Assurance Agreement is, and shall continue to be, in full force and effect and is hereby ratified and affirmed in all respects. Upon the effectiveness of, and on and after the date of, the Amendment,
each reference in the Assurance Agreement to the Agreement, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Agreement as amended by this Amendment, and as hereafter amended or restated. 

SECTION 7.    Costs and Expenses. The Seller agrees to pay on demand all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for
the Administrative Agent with respect thereto. 
 SECTION 8.    GOVERNING LAW. THIS AMENDMENT, INCLUDING
THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

SECTION 9.    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile or by electronic mail in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart of a signature page of this Amendment. 

[Remainder of this page intentionally left blank] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

					
	LPAC CORP., as Seller
		
	By:	 	 /s/ Rick Pelini

		 	Name:	 	Richard A. Pelini
		 	Title:	 	President 
	
	LENNOX INDUSTRIES INC., as Master Servicer
		
	By:	 	 /s/ Rick Pelini

		 	Name:	 	Richard A. Pelini
		 	Title:	 	Vice President and Treasurer
	
	LENNOX INTERNATIONAL INC.
		
	By:	 	 /s/ Rick Pelini

		 	Name:	 	Richard A. Pelini
		 	Title:	 	Vice President and Treasurer



  
 [Amendment No. 6 to
A&R RPA] 









			
	VICTORY RECEIVABLES CORPORATION, as a Purchaser
		
	By:	 	 /s/ David V. DeAngelis

		 	Name: David V. DeAngelis
		 	Title: Vice President
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent
		
	By:	 	 /s/ Luna Mills

		 	Name: Luna Mills
		 	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as BTMU Purchaser Agent
		
	By:	 	 /s/ Luna Mills

		 	Name: Luna Mills
		 	Title: Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Liquidity Bank
		
	By:	 	 /s/ Luna Mills

		 	Name: Luna Mills
		 	Title: Managing Director



  
 [Amendment No. 6 to
A&R RPA] 









			
	WELLS FARGO BANK, N.A.,
as WFB Purchaser Agent
		
	By:	 	 /s/ Elizabeth R. Wagner

		 	Name: Elizabeth R. Wagner
		 	Title: Managing Director
	
	WELLS FARGO BANK, N.A.,
as a Liquidity Bank
		
	By:	 	 /s/ Elizabeth R. Wagner

		 	Name: Elizabeth R. Wagner
		 	Title: Managing Director



  
 [Amendment No. 6 to
A&R RPA] 








 ANNEX A 

REVISED AGREEMENT 







 ANNEX A TO AMENDMENT NO. 6 

TO AMENDED AND RESTATED 
 RECEIVABLES
PURCHASE AGREEMENT 
  
  

 
 AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT 
 Dated as of November 18, 2011 

Among 
 LPAC CORP., 

as the Seller 
 and 

LENNOX INDUSTRIES INC., 
 as the
Master Servicer 
 and 
 VICTORY
RECEIVABLES CORPORATION, 
 as a Purchaser 

and 
 THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD., 
 as a Liquidity Bank 

and 
 THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD., 
 as Administrative Agent and the BTMU Purchaser Agent 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as a Liquidity Bank and the WFB Purchaser Agent 
  

 
  







 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	 Article I. Purchases and Reinvestments
	  	 	3	 
	 Section 1.1
	 	 Commitments to Purchase; Limits on Purchasers’ Obligations
	  	 	3	 
	 Section 1.2
	 	 Purchase Procedures; Assignment of the Investors’ Interests
	  	 	3	 
	 Section 1.3
	 	 Reinvestments of Certain Collections; Payment of Remaining Collections
	  	 	4	 
	 Section 1.4
	 	 Asset Interest
	  	 	7	 
		
	 Article II. Computational Rules
	  	 	8	 
	 Section 2.1
	 	 Selection, Dividing or Combining of Asset Tranches
	  	 	8	 
	 Section 2.2
	 	 Computation of Invested Amount and Purchaser Group’s Tranche Investment
	  	 	8	 
	 Section 2.3
	 	 Computation of Concentration Limits and Unpaid Balance
	  	 	9	 
	 Section 2.4
	 	 Computation of Earned Discount
	  	 	9	 
	 Section 2.5
	 	 Estimates of Earned Discount Rate, Fees, etc
	  	 	9	 
		
	 Article III. Settlements
	  	 	10	 
	 Section 3.1
	 	 Settlement Procedures
	  	 	10	 
	 Section 3.2
	 	 Deemed Collections; Reduction of Invested Amount, Etc
	  	 	14	 
	 Section 3.3
	 	 Payments and Computations, Etc
	  	 	16	 
	 Section 3.4
	 	 Treatment of Collections and Deemed Collections
	  	 	17	 
	 Section 3.5
	 	 Sharing of Payments
	  	 	18	 
	 Section 3.6
	 	 Repurchase of Asset Interest
	  	 	18	 
		
	 Article IV. Fees and Yield Protection
	  	 	18	 
	 Section 4.1
	 	 Fees
	  	 	18	 
	 Section 4.2
	 	 Yield Protection
	  	 	18	 
	 Section 4.3
	 	 Funding Losses
	  	 	20	 
		
	 Article V. Conditions of Purchases
	  	 	21	 
	 Section 5.1
	 	 Closing Date; Conditions Precedent to Initial Purchase
	  	 	21	 
	 Section 5.2
	 	 Conditions Precedent to All Purchases and Reinvestments
	  	 	23	 
		
	 Article VI. Representations and Warranties
	  	 	24	 
	 Section 6.1
	 	 Representations and Warranties of the Seller Parties
	  	 	24	 
		
	 Article VII. General Covenants of the Seller Parties
	  	 	29	 
	 Section 7.1
	 	 Affirmative Covenants of the Seller Parties
	  	 	29	 
	 Section 7.2
	 	 Reporting Requirements of the Seller Parties
	  	 	31	 
	 Section 7.3
	 	 Negative Covenants of the Seller Parties
	  	 	34	 
	 Section 7.4
	 	 Separate Corporate Existence of the Seller
	  	 	36	 
		
	 Article VIII. Administration and Collection
	  	 	39	 
	 Section 8.1
	 	 Designation of Master Servicer
	  	 	39	 
	 Section 8.2
	 	 Duties of Master Servicer
	  	 	40	 


  
 i 









							
	 Section 8.3
	 	 [Reserved]
	  	 	41	 
	 Section 8.4
	 	 Servicer Defaults
	  	 	41	 
	 Section 8.5
	 	 Rights of the Administrative Agent
	  	 	42	 
	 Section 8.6
	 	 Responsibilities of the Seller Parties
	  	 	43	 
	 Section 8.7
	 	 Further Action Evidencing Purchases and Reinvestments
	  	 	44	 
	 Section 8.8
	 	 Application of Collections
	  	 	45	 
		
	 Article IX. Security Interest
	  	 	45	 
	 Section 9.1
	 	 Grant of Security Interest
	  	 	45	 
	 Section 9.2
	 	 Further Assurances
	  	 	46	 
	 Section 9.3
	 	 Remedies
	  	 	46	 
		
	 Article X. Liquidation Events
	  	 	46	 
	 Section 10.1
	 	 Liquidation Events
	  	 	46	 
	 Section 10.2
	 	 Remedies
	  	 	49	 
		
	 Article XI. The Administrative Agent
	  	 	49	 
	 Section 11.1
	 	 Administrative Agent Authorization and Action
	  	 	49	 
	 Section 11.2
	 	 Administrative Agent’s Reliance, Etc
	  	 	49	 
	 Section 11.3
	 	 BTMU and Affiliates
	  	 	50	 
	 Section 11.4
	 	 Liquidity Bank’s Purchase Decision
	  	 	50	 
	 Section 11.5
	 	 Indemnification of Agent
	  	 	50	 
	 Section 11.6
	 	 Purchaser Agent Authorization and Action
	  	 	51	 
	 Section 11.7
	 	 Purchaser Agent’s Reliance, Etc.
	  	 	51	 
		
	 Article XII. Assignments
	  	 	52	 
	 Section 12.1
	 	 Restrictions on Assignments
	  	 	52	 
	 Section 12.2
	 	 Rights of Assignee
	  	 	53	 
	 Section 12.3
	 	 Terms and Evidence of Assignment
	  	 	53	 
	 Section 12.4
	 	 Rights of Liquidity Banks
	  	 	53	 
		
	 Article XIII. Indemnification
	  	 	54	 
	 Section 13.1
	 	 Indemnities by the Seller
	  	 	54	 
	 Section 13.2
	 	 Indemnities by Master Servicer
	  	 	56	 
		
	 Article XIV. Miscellaneous
	  	 	57	 
	 Section 14.1
	 	 Amendments, Etc
	  	 	57	 
	 Section 14.2
	 	 Notices, Etc
	  	 	57	 
	 Section 14.3
	 	 No Waiver; Remedies
	  	 	58	 
	 Section 14.4
	 	 Binding Effect; Survival
	  	 	58	 
	 Section 14.5
	 	 Costs, Expenses and Taxes
	  	 	59	 
	 Section 14.6
	 	 No Proceedings
	  	 	59	 
	 Section 14.7
	 	 Confidentiality of Seller Information
	  	 	60	 
	 Section 14.8
	 	 Captions and Cross References
	  	 	62	 
	 Section 14.9
	 	 Integration
	  	 	62	 
	 Section 14.10
	 	 Governing Law
	  	 	62	 
	 Section 14.11
	 	 Waiver Of Jury Trial
	  	 	62	 


  
 ii 









							
	 Section 14.12
	 	 Consent To Jurisdiction; Waiver Of Immunities
	  	 	62	 
	 Section 14.13
	 	 Execution in Counterparts
	  	 	63	 
	 Section 14.14
	 	 No Recourse Against Other Parties
	  	 	63	 
	 Section 14.15
	 	 Severability of Provisions
	  	 	64	 
	 Section 14.16
	 	 Amendment and Restatement
	  	 	64	 

  

			
	 APPENDIX
	 	
		
	 Appendix A
	 	 Definitions

		
	 SCHEDULES
	 	
		
	 Schedule 6.1(n)
	 	 List of Offices of the Master Servicer and the Seller where Records are Kept

	 Schedule 6.1(o)
	 	 List of Lockbox Banks and Lockbox Accounts

	 Schedule 6.1(u)
	 	 Capitalization of Seller

	 Schedule 14.2
	 	 Notice Addresses

		
	 EXHIBITS
	 	
		
	 Exhibit 1.2(a)
	 	 Form of Purchase Request

	 Exhibit 3.1(a)
	 	 Form of Information Package

	 Exhibit 3.1(a)-2
	 	 Form of Weekly Report

	 Exhibit A-1
	 	 Form of Lockbox Agreement

	 Exhibit B
	 	 Form of Certificate of Financial Officer

	 Exhibit C
	 	 Credit and Collection Policy of Lennox Industries Inc.

	 Exhibit D
	 	 Form of Assignment and Acceptance



  
 iii 








 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 

Dated as of November 18, 2011 

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the “Agreement”) among: 

(1)    LPAC CORP., a Delaware corporation (together with its successors and permitted assigns, the
“Seller”), 
 (2)    LENNOX INDUSTRIES INC., a Delaware corporation (together with its
successors, “Lennox”), as master servicer hereunder (in such capacity, together with any successor master servicer appointed pursuant to Section 8.1, the “Master Servicer”,
Lennox in its capacity as the Master Servicer, together with the Seller, each a “Seller Party” and collectively the “Seller Parties”), 

(3)    VICTORY RECEIVABLES CORPORATION, a Delaware corporation, as a Purchaser (in such capacity, together with any
successors and assigns thereto in such capacity, the “BTMU Purchaser”), 
 (4)    THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., (“BTMU”), as (a) administrative agent for the Investors (in such capacity, together with any successors and assigns thereto in such capacity, the “Administrative
Agent”), (b) the purchaser agent for the BTMU Purchaser Group (in such capacity, together with any successors and assigns thereto in such capacity, the “BTMU Purchaser Agent”) and (c) a BTMU Liquidity
Bank, and 
 (5)    WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as (a) the purchaser
agent for the WFB Purchaser Group (in such capacity, together with any successors and assigns thereto in such capacity, the “WFB Purchaser Agent”) and (b) a WFB Liquidity Bank. 

Unless otherwise indicated, capitalized terms used in this Agreement are defined in Appendix A. 

Background 

1.    As of the date hereof, Lennox, Allied, Heatcraft Inc. and Heatcraft own 100% of the issued and outstanding capital
stock of the Seller, a special purpose corporation. 
 2.    The Originators are engaged in the heating, ventilating,
air conditioning and refrigeration businesses. 
 3.    On June 19, 2000, Lennox, Heatcraft Inc. and the Seller
entered into a “Purchase and Sale Agreement” (as amended, modified or supplemented prior to the date of the A&R Sale Agreement (as defined below), the “Initial Sale Agreement”) under which Lennox and Heatcraft Inc.
transferred certain Receivables and Related Rights (each as defined in the Initial Sale Agreement) to the Seller as part of the capitalization of the Seller and thereafter Lennox and 







 
Heatcraft Inc. sold and contributed to the Seller, and the Seller purchased and accepted as contributions from Lennox and Heatcraft Inc., Receivables and Related Rights (each as defined in the
Initial Sale Agreement). On November 25, 2009, Lennox and the Seller agreed to amend and restate the Initial Sale Agreement pursuant to the “Amended and Restated Purchase and Sale Agreement” (as amended, modified or supplemented prior
to the date hereof, the “A&R Sale Agreement”) under which Lennox continued to sell and contribute to the Seller, and the Seller continued to purchase and accept as contributions from Lennox, Receivables and Related Rights (each
as defined in the A&R Sale Agreement). Concurrently with the execution of this Agreement, Lennox, Allied, Heatcraft Refrigeration, Lennox Hearth and the Seller agreed to amend and restate the A&R Sale Agreement pursuant to the Sale Agreement
under which each of Lennox, Allied, Heatcraft Refrigeration and Lennox Hearth sell and contribute to the Seller, and the Seller purchases and accepts as contributions from Lennox, Allied, Heatcraft Refrigeration and Lennox Hearth, all of their
respective right, title and interest in and to the Pool Receivables and certain related property in accordance with the terms and subject to the conditions set forth in the Sale Agreement. In March, 2012, Lennox Hearth was removed as an Originator.

 4.    On November 25, 2009, the Seller, the Master Servicer, the BTMU Purchaser, the BTMU Purchaser Agent, the
BTMU Liquidity Bank and the Administrative Agent entered into a Receivables Purchase Agreement (as amended, modified or supplemented prior to the date hereof, the “Prior RPA”) under which the Seller has sold, and the Purchasers (as
defined in the Prior RPA) (or to the extent any such Purchaser declines, each Liquidity Bank (as defined in the Prior RPA) in such Purchaser’s Purchaser Group (as defined in the Prior RPA)) has purchased, from time to time, undivided percentage
ownership interests, referred to therein as the Asset Interest (as defined in the Prior RPA), in the Pool Receivables (as defined in the Prior RPA) and related property. 

5.    The Seller has requested the Purchasers, and the Purchasers (or to the extent any Purchaser in a Purchaser Group
declines or any Purchaser Group has no Purchasers, each Liquidity Bank in such Purchaser Group party hereto) have agreed, subject to the terms and conditions contained in this Agreement, to continue to purchase from the Seller from time to time
undivided percentage ownership interests, referred to herein as the Asset Interest, in the Pool Receivables and related property. 

6.    The Seller and the Investors also desire that, subject to the terms and conditions of this Agreement, certain of the
daily Collections in respect of the Asset Interests be reinvested in Pool Receivables, which reinvestment shall constitute part of the Asset Interests. 

7.    The parties to this Agreement also desire that, pursuant to the terms hereof, Lennox be appointed, and act, as the
initial Master Servicer of the Pool Receivables and related property. 
 8.    BTMU has been requested, and is willing,
to act as the Administrative Agent and the BTMU Purchaser Agent under this Agreement. On November 13, 2017 (the “Sixth Amendment Date”), WFB has been requested, and is willing, to act as the WFB Purchaser Agent under
this Agreement. 

  
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 9.     The parties hereto wish to amend and restate the Prior RPA in its
entirety. 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree
that the Prior RPA shall be amended and restated in its entirety as follows: 
 Article I. 

Purchases and Reinvestments 

Section 1.1    Commitments to Purchase; Limits on Purchasers’ Obligations. 

Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article V), from time
to time prior to the Termination Date, the Seller may request that the Investors purchase from the Seller undivided percentage ownership interests in Pool Receivables and Related Assets, and (a) the Purchasers may, in their sole discretion,
make such purchase, or (b) if (x) any Purchaser in a Purchaser Group shall decline to make such Purchase or (y) any Purchaser Group has no Purchasers, one or more Liquidity Banks party to this Agreement in such Purchaser Group shall make
such purchase (in any such case, each being a “Purchase”); provided that no Purchase shall be made by any Investor if, after giving effect thereto (and after giving effect to any reductions in the Invested Amount or
any Purchaser Group Invested Amount to be made on the date of such Purchase (whether from the distributions of Collections or otherwise)), (i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser
Group Invested Amount of such Investor’s Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Asset Interest would exceed 100% (the “Allocation Limit”);
and provided, further that each Purchase made pursuant to this Section 1.1 shall have a purchase price equal to at least $1,000,000 and shall be an integral multiple of $100,000. Notwithstanding anything to
the contrary herein, the amount available for any Purchase hereunder shall be calculated based on the most recently delivered Information Package and not based on the most recently delivered Interim Information Package; provided,
however that no Purchases shall be permitted hereunder if the calculations in any Interim Information Package delivered after the most recently delivered Information Package show that (either before or after giving effect to such Purchase)
(i) the Invested Amount would exceed the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed the Purchaser Group Limit of such Purchaser Group in effect at such time, or
(iii) the Asset Interest would exceed the Allocation Limit. 
 Section 1.2    Purchase Procedures;
Assignment of the Investors’ Interests. 
 (a)    Purchase Request. Each Purchase from the Seller by
the Purchasers or the Liquidity Banks, as applicable, shall be made on notice from the Seller to the Administrative Agent and each Purchaser Agent (on behalf of the Investors in such Purchaser Agent’s Purchaser Group) received by the
Administrative Agent and each such Purchaser Agent not later than 12:00 noon (New York City time) on the second Business Day preceding the date of such proposed Purchase. Each such notice of a proposed Purchase shall be substantially in the form of
Exhibit 1.2(a) and shall specify, among other items, the desired amount to be paid to the Seller and the date of such Purchase. The Administrative Agent shall promptly forward such notice, together


  
 3 








 
with the Administrative Agent’s determination of the Pro Rata Share of such desired purchase amount for each Purchaser Group, to each Purchaser Agent (on behalf of the Investors in such
Purchaser Agent’s Purchaser Group) by telecopier or e-mail. Each Purchaser Agent which has a Purchaser in its Purchaser Group shall promptly upon receipt notify such Purchaser of any such notice. If
(x) any Purchaser in a Purchaser Group has determined not to make the proposed purchase or (y) any Purchaser Group has no Purchaser, the Purchaser Agent of such Purchaser Group shall promptly send notice of the proposed purchase to each
Liquidity Bank in such Purchaser Group by telecopier or e-mail specifying the date of such proposed purchase, and such Liquidity Bank’s Percentage multiplied by the Pro Rata Share with respect to such
Purchaser Group of the amount of such Purchase. The Seller shall not request more than one Purchase in any calendar week. 

(b)    Funding of Purchase. On the date of each Purchase, the Investors in each Purchaser Group shall, upon
satisfaction of the applicable conditions set forth in Article V, make available to the Seller (through the Purchaser Agent of such Investors’ Purchaser Group) its applicable Pro Rata Share of the amount of the
Purchase in same day funds by wire transfer to the Seller’s Account. Each Liquidity Bank’s obligation shall be several, such that the failure of any Liquidity Bank to make available to the Seller any funds in connection with any purchase
shall not relieve any other Liquidity Bank of its obligation, if any, hereunder to make funds available on the date of such purchase, but no Liquidity Bank shall be responsible for the failure of any other Liquidity Bank to make funds available in
connection with any purchase. 
 (c)    Assignment of Asset Interests. The Seller hereby sells, assigns and
transfers to the Administrative Agent, for the benefit of the applicable Investors in each Purchaser Group making each Purchase, effective on and as of the date of such Purchase and each Reinvestment hereunder, an undivided percentage ownership
interest, to the extent of the portion of the Asset Interest then being purchased, in the Pool Receivables and the Related Assets with respect thereto. 

Section 1.3    Reinvestments of Certain Collections; Payment of Remaining Collections. 

(a)    On the close of business on each day during the period from the date of the first Purchase to the Final Payout Date,
the Master Servicer will, out of all Collections received on such day: 
 (i)    determine the portion of
the Collections attributable to the Asset Interest by multiplying (A) the amount of such Collections times (B) the lesser of (i) the Asset Interest and (ii) 100%; 

(ii)    out of the portion of such Collections allocated to the Asset Interest pursuant to
clause (i) above, identify and hold in trust for the Purchaser Agents on behalf and for the benefit of their respective Purchaser Groups (provided that unless otherwise requested by any Purchaser Agent, on behalf of
such Purchaser Agent’s Purchaser Group, such Collections shall not be required to be held in a separate account) an amount equal to the sum of the estimated amount of Earned Discount and CP Costs accrued in respect of each Asset Tranche (based
on the rate information provided by each Agent pursuant to 

  
 4 








 
Section 2.5), all other amounts due to the Investors or the Agents hereunder and the Investors’ Share of the Servicing Fee allocable pursuant to
Section 3.1(d) (in each case, accrued through such day) and not so previously identified; and 

(iii)    apply the Collections allocated to the Asset Interest pursuant to
clause (i) above and not required to be identified and held in trust pursuant to clause (ii) above to the purchase from the Seller of undivided percentage ownership interests in Pool Receivables
and the Related Assets with respect to such Pool Receivables (each such purchase being a “Reinvestment”); provided that: 

(A)    if, after giving effect to such Reinvestment, (i) the Asset Interest would exceed the
Allocation Limit, (ii) the Purchaser Group Invested Amount of any Purchaser Group would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or (iii) the Invested Amount would exceed the Purchase Limit in effect
at such time, then the Master Servicer shall not make such Reinvestment, but shall identify and hold in trust for the benefit of the Investors, a portion of such Collections which, together with other Collections previously identified and then so
held, shall equal the amount necessary to reduce (x) the Invested Amount to the Purchase Limit in effect at such time, (y) any Purchaser Group’s Purchaser Group Invested Amount to such Purchaser Group’s Purchaser Group Limit in
effect at such time and (z) the Asset Interest to the Allocation Limit; and 
 (B)    if any of the
conditions precedent to Reinvestment in Section 5.2, subject to the proviso set forth in Section 5.2, are not satisfied, then the Master Servicer shall not reinvest any of such remaining
Collections, but shall identify them and hold them in trust for the benefit of the Investors; and 

(C)    if the Seller has commenced an optional reduction in the Invested Amount pursuant to
Section 3.2(b), then the Master Servicer shall not reinvest any such remaining Collections until the amount not reinvested shall equal the desired reduction amount; 

(iv)    out of the portion of Collections not allocated to the Asset Interest pursuant to
clause (i) above, pay to the Master Servicer or set aside (at the option of the Master Servicer) the Seller’s Share of the Servicing Fee accrued through such day and not previously paid; and 

(v)    pay to the Seller (A) the remaining portion of Collections not allocated to the Asset Interest
pursuant to clause (i) above and (B) the Collections applied to Reinvestment pursuant to clause (iii) above. 

(b)    Unreinvested Collections. The Master Servicer shall identify and hold in trust for the benefit of the
Investors, all Collections which, pursuant to clause (iii) of Section 1.3(a), may not be reinvested in the Pool Receivables and the Related Assets, provided that unless otherwise requested
by any Agent, such Collections need not be held in a segregated account. If, prior to the date when such Collections are required to be paid to any Purchaser Agent pursuant to 

  
 5 








 
Section 1.3(c)(iv), the amount of Collections so identified exceeds the amount, if any, necessary to reduce (i) the Invested Amount to the Purchase Limit in effect
at such time, (ii) the Purchaser Group Invested Amount of each Purchaser Group to the Purchaser Group Limit of such Purchaser Group in effect at such time and (iii) the Asset Interest to the Allocation Limit, and the conditions precedent
to Reinvestment set forth in Section 5.2, subject to the proviso set forth in Section 5.2, are satisfied, then the Master Servicer shall apply such Collections (or, if less, a portion of such
Collections equal to the amount of such excess) to the making of a Reinvestment. 
 (c)    Payment of Amounts.

 (i)    The Master Servicer shall pay all amounts of Collections identified pursuant to
Section 1.3(a)(ii) in respect of Earned Discount on an Asset Tranche funded by a Liquidity Funding to the Purchaser Agent of each applicable Purchaser Group, on behalf of each Investor which funded such Liquidity Funding,
on (x) other than with respect to the WFB Purchaser Group, the last day of the then current Yield Period for such Asset Tranche and (y) with respect to the WFB Purchaser Group, on the Settlement Date following the last day of each Yield
Period for such Asset Tranche, in each case, as provided in Section 3.1. 

(ii)    The Master Servicer shall pay all amounts of Collections identified pursuant to
Section 1.3(a)(ii) in respect of CP Costs on an Asset Tranche funded by Commercial Paper Notes, to the Purchaser Agent of each applicable Purchaser Group, on behalf of the applicable Purchaser in such Purchaser Agent’s
Purchaser Group, on the Settlement Date following the last day of each CP Accrual Period for such Asset Tranche, as provided in Section 3.1. 

(iii)    The Master Servicer shall pay all amounts of Collections identified pursuant to
Section 1.3(a)(ii) and not applied pursuant to clauses (i) or (ii) above to each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, on each Settlement Date for
each Collection Period, as provided in Section 3.1. 
 (iv)    The Master
Servicer shall pay all amounts of Collections identified pursuant to Section 1.3(b) to the Administrative Agent, for prompt distribution to each Purchaser Agent, (A) on the last day of the then current Yield Period for
any Asset Tranche of such Purchaser Agent’s Purchaser Group funded by a Liquidity Funding, as provided in Section 3.1(b), in an amount not exceeding such Purchaser Group’s Tranche Investment of such Asset Tranche,
and (B) on the last day of the then current CP Accrual Period for any Asset Tranche of such Purchaser Agent’s Purchaser Group funded by Commercial Paper Notes, as provided in Section 3.1(b), in an amount not
exceeding such Purchaser Group’s Tranche Investment of such Asset Tranche. 
 (d)    Funds Under Sale
Agreement. Upon the written request of the Administrative Agent, at the request of any Purchaser Agent, given at any time when (i) based on the most recent Information Package, or Interim Information Package, as the case may be, either
(A) the Asset Interest would exceed the Allocation Limit, (B) any Purchaser Group’s Purchaser Group Invested Amount would exceed such Purchaser Group’s Purchaser Group Limit in effect at such time or, (C) the Invested Amount
would exceed the Purchase Limit in effect at such time, or 

  
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(ii) a Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing, the Seller shall identify all funds that under the Sale Agreement would be applied to repay
principal of the Initial Seller Notes (as defined in the Sale Agreement) owing to the Originators. The Seller may make withdrawals of such funds only for the purposes of (x) at any time, purchasing Receivables from an Originator in accordance
with the Sale Agreement; (y) on the Settlement Date for any Collection Period, making payments in accordance with the last sentence of Section 3.1(c)(ii), and (z) on the Settlement Date for any Collection Period,
if, on the basis of the most recent Information Package or Interim Information Package, as the case may be, and after giving effect to any payment made to the Master Servicer on such date pursuant to the last sentence of
Section 3.1(c)(ii), (I) the Invested Amount does not exceed the Purchase Limit in effect at such time, (II) no Purchaser Group Invested Amount exceeds the related Purchaser Group Limit in effect at such time and
(III) the Asset Interest does not exceed the Allocation Limit, and provided that no Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing, repaying principal of the Initial Seller Notes in accordance with
this Agreement and the Sale Agreement. 
 Section 1.4    Asset Interest. 

(a)    Components of Asset Interest. On any date the Asset Interest will represent the Investors’ undivided
percentage ownership interest in all then outstanding Pool Receivables and all Related Assets with respect to such Pool Receivables as at such date. 

(b)    Computation of Asset Interest. On any date, the Asset Interest will be equal to the percentage equivalent of
the following fraction: 
 IA+RR 

NPB 
 where: 

 

					
	IA	  	=	  	the Invested Amount on the date of such computation;
			
	RR	  	=	  	the Required Reserve on the date of such computation; and
			
	NPB	  	=	  	the Net Pool Balance on the date of such computation;

 provided, however, that the Asset Interest during the Liquidation Period shall equal 100%. 

(c)    Frequency of Computation. The Asset Interest shall be computed (i) as provided in
Section 3.1, as of the Cut-Off Date for each Collection Period, and (ii) on the Settlement Date following each Reporting Date, after giving effect to the payments made pursuant
to Section 3.1. In addition, at any time, the Administrative Agent, at the request of any Purchaser Agent, may require the Master Servicer to provide an interim report (an “Interim Information
Package”), based on the information then available to the Master Servicer, for purposes of computing the Asset Interest, any Purchaser Group Invested Amount or the Invested Amount as of any other date, and the Master Servicer agrees to
do so within five (5) (or three (3), if a Liquidation Event, Unmatured Liquidation Event or a Credit Event has occurred and is continuing) Business Days of its receipt of the Administrative Agent’s request (such date, the
“Interim Reporting Date”). 

  
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 Article II. 

Computational Rules 

Section 2.1    Selection, Dividing or Combining of Asset Tranches. 

Each Purchaser Agent shall, from time to time for purposes of computing Earned Discount on that portion of the Asset Interest funded with
Liquidity Fundings made by such Purchaser Agent’s Purchaser Group, divide any Asset Interest into Asset Tranches or combine two or more Asset Tranches into one Asset Tranche. The applicable Earned Discount Rate may be different for each Asset
Tranche funded by a Liquidity Funding. The Purchaser Group Invested Amount of such Purchaser Agent’s Purchaser Group shall be allocated to each Asset Tranche by such Purchaser Agent, on behalf of the Investors in such Purchaser Agent’s
Purchaser Group, to reflect the funding sources for the Asset Interest, so that: 
 (a)    there will be a single Asset
Tranche equal to the excess of the applicable Purchaser Group Invested Amount over the aggregate amount allocated at such time pursuant to clause (b) below, which Asset Tranche shall reflect the portion of the Asset
Interest funded by Commercial Paper Notes of the Purchasers in such Purchaser Group, if any; and 
 (b)    there may be
one or more Asset Tranches, selected by such Purchaser Agent, on behalf of the Liquidity Banks in such Purchaser Agent’s Purchaser Group, reflecting the portion or portions of the Asset Interest funded by outstanding Liquidity Fundings of such
Purchaser Group. 
 Section 2.2    Computation of Invested Amount and Purchaser Group’s Tranche
Investment. 
 In making any determination of the Invested Amount, any Purchaser Group Invested Amount and any Purchaser Group’s
Tranche Investment, the following rules shall apply: 
 (a)    the Invested Amount and each Purchaser Group Invested
Amount, as the case may be, shall not be considered reduced by any allocation, setting aside or distribution of any portion of Collections unless such Collections shall have been actually delivered hereunder to the appropriate Purchaser Agent, on
behalf of the Investors in such Purchaser Agent’s Purchaser Group; 
 (b)    the Invested Amount and each Purchaser
Group Invested Amount, as the case may be, shall not be considered reduced by any distribution of any portion of Collections if at any time such distribution is rescinded or must otherwise be returned for any reason; and 

(c)    if there is any reduction in the Invested Amount or any Purchaser Group Invested Amount, as the case may be, there
shall be a corresponding reduction to each applicable Purchaser Group’s Tranche Investment with respect to one or more Asset Tranches selected by each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, in its discretion.


  
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 Section 2.3    Computation of Concentration Limits and Unpaid
Balance. 
 The Obligor Concentration Limits and the aggregate Unpaid Balance of Pool Receivables of any Obligor and its Affiliated
Obligors (if any) shall be calculated as if such Obligor and its Affiliated Obligors were one Obligor. 

Section 2.4    Computation of Earned Discount. 

In making any determination of Earned Discount, the following rules shall apply: 

(a)    each Purchaser Agent, on behalf of the Liquidity Banks in such Purchaser Agent’s Purchaser Group, shall
determine the Earned Discount accruing with respect to each Asset Tranche funded by a Liquidity Funding of such Purchaser Group for each Yield Period, in accordance with the definition of Earned Discount; 

(b)    no provision of this Agreement shall require the payment or permit the collection of Earned Discount in excess of
the maximum permitted by applicable law; and 
 (c)    the Earned Discount for any Asset Tranche shall not be considered
paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason. 
 It is the intent of the Purchasers
to fund their portion of the Asset Interest by the issuance of Commercial Paper Notes. If, for any reason, any Purchaser is unable, or determines that it is undesirable, to issue Commercial Paper Notes to fund its portion of the Asset Interest, or
is unable to repay such Commercial Paper Notes upon the maturity thereof, either such Purchaser will draw on Liquidity Fundings by a Liquidity Bank in such Purchaser’s Purchaser Group or such Liquidity Bank will make a Purchase directly, to the
extent available. If any Purchaser makes such a Liquidity Funding, the Earned Discount will be payable by the Seller based on the Bank Rate with respect to such portion of the Asset Interest funded by such Liquidity Funding. 

Section 2.5    Estimates of Earned Discount Rate, Fees, etc. 

For purposes of determining the amounts required to be identified by Master Servicer pursuant to Section 1.3, each
Purchaser Agent, on behalf of the Investors in such Purchaser Agent’s Purchaser Group, shall notify (x) the Master Servicer (and, if Lennox is not the Master Servicer, the Seller) and the Administrative Agent from time to time of such
Purchaser Group’s Tranche Investment of each Asset Tranche and the Earned Discount Rate applicable to each Asset Tranche funded by a Liquidity Funding of such Purchaser Group and (y) the Master Servicer (and, if Lennox is not the Master
Servicer, the Seller) and, solely to the extent requested by it in its reasonable discretion, the Administrative Agent, the CP Costs applicable to each Asset Tranche funded by Commercial Paper Notes of such Purchaser Group and the rates at which
fees and other amounts are accruing hereunder. It is understood and agreed that (a) the CP Costs for any Asset Tranche funded by the issuance of Commercial Paper Notes for any Purchaser Group are determined in arrears and may change from one
applicable CP Accrual Period to the next, (b) the Earned Discount Rate for any Asset Tranche funded by a Liquidity Funding of any Purchaser Group may change from one applicable Yield Period to the next, and the Bank Rate and the WFB LIBO Rate
used to calculate the Earned Discount Rate may change 

  
 9 








 
from time to time during an applicable Yield Period, (c) certain rate information provided by any Purchaser Agent to the Master Servicer and the Administrative Agent shall be based upon such
Purchaser Agent’s good faith estimate, (d) the amount of Earned Discount actually accrued with respect to an Asset Tranche funded by a Liquidity Funding of any Purchaser Group during any Yield Period may exceed, or be less than, the amount
identified with respect thereto by Master Servicer, and (e) the amount of fees or other amounts payable by the Seller hereunder which have accrued hereunder with respect to any Collection Period may exceed, or be less than, the amount
identified with respect thereto by the Master Servicer. Failure to identify any amount so accrued shall not relieve the Master Servicer of its obligation to remit Collections to each Purchaser Agent, on behalf of the Investors in such Purchaser
Agent’s Purchaser Group, with respect to such accrued amount, as and to the extent provided in Section 3.1. 

Article III. 

Settlements 

Section 3.1    Settlement Procedures. 

The parties hereto will take the following actions with respect to each Collection Period: 

(a)    Information Package. On each Reporting Date the Master Servicer shall deliver to the Administrative Agent
and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, the relevant Information Package. 

(b)    Earned Discount and CP Costs; Other Amounts Due. Not later than 12:00 noon (New York, New York time) on:

 (i)    the Business Day before the last day of each Yield Period, each Purchaser Agent (other than the
WFB Purchaser Agent) shall notify the Master Servicer and the Administrative Agent of the amount of Earned Discount accrued with respect to any Asset Tranche funded by a Liquidity Funding by such Purchaser Agent’s Purchaser Group corresponding
to such Yield Period; 
 (ii)    the
fifth (5th) Business Day before each Reporting Date, (x) each Purchaser Agent shall notify the Master Servicer of the CP Costs accrued during the most recently ended CP Accrual Period
(if any) with respect to any Asset Tranche funded with Commercial Paper Notes by such Purchaser Agent’s Purchaser Group during all or any portion of such CP Accrual Period and (y) the WFB Purchaser Agent shall notify the Master Servicer
and the Administrative Agent of the amount of Earned Discount accrued during the most recently ended Yield Period with respect to each Asset Tranche funded by the WFB Purchaser Group during all or any portion of such Yield Period; 

(iii)    the last day of each Yield Period, the Master Servicer shall pay to each Purchaser Agent (other
than the WFB Purchaser Agent) for the benefit of the Liquidity Banks in such Purchaser Agent’s Purchaser Group the amount of the Earned Discount accrued on the Asset Tranches of such Purchaser Group funded by Liquidity Fundings; 

  
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 (iv)    each Settlement Date, the Master Servicer shall pay
to (x) each Purchaser Agent for the benefit of the Purchaser in such Purchaser Agent’s Purchaser Group the amount of the CP Costs accrued for the related CP Accrual Period (if any) on the Asset Tranches of such Purchaser Group funded with
Commercial Paper Notes and (y) the WFB Purchaser Agent for the benefit of the WFB Liquidity Banks the amount of the Earned Discount accrued for the related Yield Period on the Asset Tranches of the WFB Purchaser Group; 

(v)    the Business Day before each Reporting Date, each Purchaser Agent, on behalf of such Purchaser
Agent’s Purchaser Group, shall notify the Master Servicer and the Administrative Agent of all Broken Funding Costs, fees and other amounts accrued and payable by the Seller under this Agreement to any Investor during the prior calendar month
(other than amounts described in clause (c) below); and 
 (vi)    each
Settlement Date, the Master Servicer shall pay to each Purchaser Agent, for the benefit of such Purchaser Agent’s Purchaser Group, the amount of any Broken Funding Costs, fees and other amounts (to the extent of Collections attributable to the
Asset Interest funded by such Purchaser Group during such Collection Period) for such Collection Period. 
 Such payments shall be made out
of amounts identified pursuant to Section 1.3 for such payment; provided, however, that to the extent Collections attributable to the Asset Interest funded by such Purchaser Group during such Collection Period
are not sufficient to make such payment, such payment shall be made out of funds paid by the Master Servicer to the Seller (which amounts the Seller hereby agrees to pay to the Master Servicer), up to the aggregate amount of Collections applied to
Reinvestments under Section 1.3(a) or (b) during the related Reporting Period. 

(c)    Asset Interest Computations. 

(i)    On each Reporting Date, the Master Servicer shall compute, as of the related Cut-Off Date and based upon the assumptions in the next sentence, (A) the Asset Interest, (B) the amount of the reduction or increase (if any) in the Asset Interest since the most recently preceding Cut-Off Date, (C) the excess (if any) of the Asset Interest over the Allocation Limit, (D) the excess (if any) of the Purchaser Group Invested Amount of any Purchaser Group over such Purchaser Group’s
Purchaser Group Limit in effect at such time and (E) the excess (if any) of the Invested Amount over the Purchase Limit in effect at such time. Such calculations shall be based upon the assumptions that the (i) information in the most
recently delivered Information Package is correct, and (ii) Collections identified pursuant to Section 1.3(b) will be paid to each Purchaser Agent, for the benefit such Purchaser Agent’s Purchaser Group, on the
Settlement Date for such Collection Period. 
 (ii)    If, according to the computations made pursuant to
clause (i) above, (A) the Asset Interest exceeds the Allocation Limit, (B) the Purchaser Group Invested Amount of any Purchaser Group exceeds such Purchaser Group’s Purchaser Group Limit in effect at such
time or (C) the Invested Amount exceeds the Purchase Limit in effect at 

  
 11 








 
such time, then on the related Settlement Date, the Master Servicer shall pay to the applicable Purchaser Agent, for the benefit of each Investor in such Purchaser Agent’s Purchaser Group
(to the extent of Collections attributable to the Asset Interest funded by such Purchaser Group and not previously paid to such Purchaser Agent) the amount necessary to reduce (i) the Invested Amount to the Purchase Limit in effect at such
time, (ii) the Purchaser Group Invested Amount of each Purchaser Group to such Purchaser Group’s Purchaser Group Limit in effect at such time and (iii) the Asset Interest to the Allocation Limit. Such payment shall be made out of
amounts identified pursuant to Section 1.3 for such purpose and, to the extent such amounts were not so identified, the Seller hereby agrees to pay such amounts to the Master Servicer to the extent of Collections applied to
Reinvestment under Section 1.3 during the relevant Collection Period. 

(iii)    In addition to the payments described in clause (ii) above and
clause (iv) below, during the Liquidation Period, the Master Servicer shall pay to each Purchaser Agent, for the benefit of the applicable Investors in such Purchaser Agent’s Purchaser Group and for application to the
reduction of the Invested Amount, all amounts identified pursuant to Section 1.3 on (A) the last day of the current Yield Period for any Asset Tranche funded by a Liquidity Funding of such Purchaser Group, in an amount
not exceeding such Purchaser Group’s Tranche Investment of such Asset Tranche, and (B) the last day of the each CP Accrual Period for any Asset Tranche funded by Commercial Paper Notes of such Purchaser Group, in an amount not exceeding
such Purchaser Group’s Tranche Investment of such Asset Tranche. 
 (iv)    On the Interim Reporting
Date for each Interim Reporting Period, the Master Servicer shall compute, as of the related Interim Cut-Off Date and based upon the assumptions in the next sentence, (A) the Asset Interest, (B) the
amount of the reduction or increase (if any) in the Asset Interest since the most recently preceding Cut-Off Date or Interim Cut-Off Date, (C) the excess (if any)
of the Asset Interest over the Allocation Limit, (D) the excess (if any) of the Purchaser Group Invested Amount of any Purchaser Group over such Purchaser Group’s Purchaser Group Limit in effect at such time and (E) the excess (if
any) of the Invested Amount over the Purchase Limit in effect at such time. Such calculations shall be based upon the assumptions that (i) the information in the most recently delivered Interim Information Package is correct, and
(ii) Collections identified pursuant to Section 1.3(b) will be paid to each Purchaser Agent, for the benefit of such Purchaser Agent’s Purchaser Group, on the Settlement Date for such Collection Period. 

(v)    If, according to the computations made pursuant to clause (iv) above,
(A) the Asset Interest exceeds the Allocation Limit, (B) the Purchaser Group Invested Amount of any Purchaser Group exceeds such Purchaser Group’s Purchaser Group Limit in effect at such time or (C) the Invested Amount exceeds
the Purchase Limit in effect at such time, then on the Interim Settlement Date for such Interim Reporting Period, the Master Servicer shall pay to the applicable Purchaser Agent, for the benefit of the Investors in such Purchaser Agent’s
Purchaser Group (to the extent of Collections during the related Interim Reporting Period attributable to the Asset Interest funded by the such Purchaser Group and not previously paid to such Purchaser Agent) the amount necessary


  
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to reduce (i) the Invested Amount to the Purchase Limit in effect at such time, (ii) the Purchaser Group Invested Amount of any Purchaser Group to such Purchaser Group’s Purchaser
Group Limit in effect at such time and (iii) the Asset Interest to the Allocation Limit. Such payment shall be made out of amounts identified pursuant to Section 1.3 for such purpose and, to the extent such amounts
were not so identified, the Seller hereby agrees to pay such amounts to the Master Servicer to the extent of Collections applied to Reinvestment under Section 1.3 during the relevant Interim Reporting Period. 

(d)    Order of Application. Upon receipt by each Purchaser Agent of funds distributed pursuant to this
Section 3.1, such Purchaser Agent shall apply them to the items specified in the subclauses below, in the order of priority of such subclauses: 

(i)    to accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously accrued Earned
Discount, CP Costs and Broken Funding Costs not paid, to the extent owing to such Purchaser Group; 

(ii)    to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the accrued and
unpaid Servicing Fee (if the Master Servicer is not Lennox or its Affiliate); 
 (iii)    to such
Purchaser Agent’s Purchaser Group’s Pro Rata Share of the Program Fee and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee not paid on a prior Settlement Date; 

(iv)    to the reduction of the Invested Amount on a pro-rata
basis, to the extent such reduction is required under Section 3.1(c), (and a corresponding reduction to each applicable Purchaser Group’s Purchaser Group Invested Amount); 

(v)    to other accrued and unpaid amounts owing to any Investor or any Agent hereunder (except Earned
Discount on any Asset Tranche funded by a Liquidity Funding of any Purchaser Group which has accrued but is not yet overdue under Section 1.3(c)); 

(vi)    to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the accrued and
unpaid Servicing Fee (if the Master Servicer is Lennox or its Affiliate); and 
 (vii)    to purchase
newly originated Receivables prior to the Termination Date; 
 provided, however, that all amounts received on any Interim Settlement Date or
Weekly Settlement Date shall be applied (x) with respect to amounts received on any Weekly Settlement Date, as provided in Section 3.1(c)(ii) and (y) with respect to amounts received on any Interim Settlement
Date, as provided in Section 3.1(c)(v). 

(e)    Non-Distribution of Servicing Fee. Each Purchaser Agent hereby
consents (which consent may be revoked at any time), to the retention by the Master Servicer of the amounts (if any) identified pursuant to Section 1.3 in respect of the Servicing Fee, in which case no distribution shall be
made in respect of the Servicing Fee pursuant to clause (d)(ii) or (vi) above. 

  
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 (f)    Delayed Payment. If on any day described in this
Section 3.1 (or in Section 1.3(c) in respect of accrued Earned Discount on Asset Tranches funded by Liquidity Fundings of any Purchaser Group, or accrued CP Costs on Asset Tranches funded by the
issuance of Commercial Paper Notes issued by any Purchaser Group) the Master Servicer shall not make any payment otherwise required because Collections during the relevant CP Accrual Period or Yield Period were less than the aggregate amounts
payable, the next available Collections in respect of the Asset Interest shall be applied to such payment, and no Reinvestment shall be permitted hereunder until such amount payable has been paid in full. 

Section 3.2    Deemed Collections; Reduction of Invested Amount, Etc. 

(a)    Deemed Collections. If on any day: 

(i)    the Unpaid Balance of any Pool Receivable is: 

(A)    reduced as a result of any defective, rejected or returned merchandise or services, any cash
discount, or any other adjustment by any Seller Party or any Affiliate thereof, or as a result of any tariff or other governmental or regulatory action, or 

(B)    reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether
such claim arises out of the same or a related or an unrelated transaction, including without limitation, any setoff or claim arising as a result of any amount at any time owed by any Originator in connection with any account receivable owed by any
such Originator to such Obligor), or 
 (C)    reduced on account of the obligation of any Seller Party
or any Affiliate thereof to pay to the related Obligor any rebate or refund, or 
 (D)    less than the
amount included with respect to such Pool Receivable in calculating the Net Pool Balance for purposes of any Information Package or Interim Information Package, as the case may be (for any reason other than such Receivable becoming a Defaulted
Receivable), or 
 (ii)    any of the representations or warranties of the Seller set forth in
Sections 6.1(j), (l) or (p) were not true when made with respect to any Pool Receivable, or any of the representations or warranties of the Seller set forth in Section 6.1(l) are
no longer true with respect to any Pool Receivable, or any Pool Receivable is repurchased by an Originator pursuant to the Sale Agreement, 
 then, on such
day, the Seller shall be deemed to have received a Collection of such Pool Receivable 
 (A)    in the
case of clause (i) above, in the amount of such reduction or cancellation or the difference between the actual Unpaid Balance and the amount included in calculating such Net Pool Balance, as applicable; and 

  
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 (B)    in the case of clause (ii)
above, in the amount of the Unpaid Balance of such Pool Receivable. 
 Collections deemed received by the Seller under this
Section 3.2(a) are herein referred to as “Deemed Collections.” 

(b)    Seller’s Optional Reduction of the Invested Amount. The Seller may at any time elect to reduce the
Invested Amount and each Purchaser Group Invested Amount as follows: 
 (i)    the Seller shall give the
Administrative Agent and each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, at least five (5) Business Days’ prior written notice of such reduction (including the aggregate amount of such proposed reduction and
the proposed date on which such reduction will commence), and the Administrative Agent shall promptly forward such notice, together with the Administrative Agent’s determination (in accordance with clause (D) of the proviso below) of the
amount of such proposed reduction to be allocated to each Purchaser Group, to each Purchaser Agent on behalf of such Purchaser Agent’s Purchaser Group by telecopier or e-mail, 

(ii)    on the proposed date of commencement of such reduction and on each day thereafter, the Master
Servicer shall refrain from reinvesting Collections pursuant to Section 1.3 until the amount thereof not so reinvested shall equal the desired amount of reduction, and 

(iii)    the Master Servicer shall hold such Collections in trust for each Purchaser Agent, on behalf and
for the benefit of the Investors in such Purchaser Agent’s Purchaser Group, pending payment to such Purchaser Agent, as provided in Section 1.3; 

provided that: 

(A)    the amount of any such reduction shall be in (i) an amount of $1,000,000, (ii) an integral
multiple thereof or (iii) an amount equal to the remaining Invested Amount, 
 (B)    the Seller
shall use reasonable efforts to attempt to choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period, 

(C)    unless the Invested Amount shall be reduced to zero, after giving effect to such reduction, the
Invested Amount will be at least $1,000,000, and 
 (D)    each reduction of the Invested Amount shall be
done on a pro rata basis and shall result in a corresponding reduction in each Purchaser Group Invested Amount (and a corresponding reduction to each applicable Purchaser Group’s Tranche Investment pursuant to
Section 2.2(c)). 

  
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 Section 3.3    Payments and Computations, Etc. 

(a)    Payments. All amounts to be paid to any Purchaser Agent or any other Person or deposited by the Seller or the
Master Servicer hereunder (other than amounts payable under Section 4.2) shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York, New York time) on the day when due in lawful money
of the United States of America in same day funds to such Purchaser Agent’s Purchaser Agent Account, or to such other account at the bank named therein or at such other bank as such Purchaser Agent may designate by written notice to the Person
making such payment. 
 (b)    Late Payments. The Seller or the Master Servicer, as applicable, shall, to the
extent permitted by law, pay to the Person to whom payment is due interest on all amounts not paid or deposited when due hereunder at a rate per annum equal to 2% plus the Base Rate, payable on demand, provided, however,
that such interest rate shall not at any time exceed the maximum rate permitted by applicable law. 
 (c)    Method
of Computation. All computations of interest, CP Costs, Broken Funding Costs, Earned Discount, any fees payable under Section 4.1 and any other fees payable by the Seller to any Investor or any Agent hereunder shall be
made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or
deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. 

(d)    Taxes. 

(i)    Any and all payments and deposits required to be made hereunder or under any other Transaction
Document by any Seller Party shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income taxes
that are imposed by the United States and franchise taxes and net income taxes that are imposed on an Affected Party by the state or foreign jurisdiction under the laws of which such Affected Party is organized or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Seller Party shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder to any Affected Party, (i) the Seller shall make an additional payment to such Affected Party, in an amount sufficient so that, after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.3(d) and Section 14.5), such Affected Party receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the applicable Seller Party shall make such deductions and (iii) the applicable Seller Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Within
30 days after the date of any such payment of Taxes, the applicable Seller Party will furnish to such Affected Party the original or a certified copy of a receipt evidencing payment thereof. 

  
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 (ii)    Any Affected Party which is organized outside the
United States and which is entitled to an exemption from, or reduction of, withholding tax under the laws of the United States as in effect on the date hereof (or, in the case of any Person which becomes an Affected Party after the date hereof, on
the date on which it so becomes an Affected Party with respect to any payments under this Agreement) shall, on or prior to the date hereof (or, in the case of any Person who becomes an Affected Party after the date hereof, on or prior to the date on
which it so becomes an Affected Party), deliver to the Administrative Agent and the Seller such certificates, documents or other evidence, as required by the Internal Revenue Code of 1986, as amended or Treasury Regulations issued pursuant thereto,
including Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any subsequent version thereof, properly completed and duly executed by such Affected Party as will permit such
payments to be made without withholding or at a reduced rate.    Each such Affected Party shall from time to time thereafter, upon written request from the Seller, deliver to the Seller and the Administrative Agent any new
certificates, documents or other evidence as described in the preceding sentence as will permit payments under this Agreement to be made without withholding or at a reduced rate (but only so long as such Affected Party is legally able to do so). The
Seller shall not be required to pay any amounts to any Affected Party in respect of Taxes and Other Taxes pursuant to paragraphs (a)(i) above or Section 14.5(b) or (c) if the obligation
to pay such amounts is attributable to the failure by such Affected Party to comply with the provisions of this paragraph; provided, however, that should an Affected Party become subject to Taxes because of its failure to deliver a form required
hereunder, the Seller shall take such steps as such Affected Party shall reasonably request to assist such Affected Party to recover such Taxes. 

Section 3.4    Treatment of Collections and Deemed Collections. 

The Seller shall forthwith deliver to the Master Servicer all Deemed Collections, and the Master Servicer shall hold or distribute such Deemed
Collections as Earned Discount, CP Costs, accrued Servicing Fee, repayment of the Invested Amount or any Purchaser Group Invested Amount and to other accrued amounts owing hereunder to the same extent as if such Deemed Collections had actually been
received on the date of such delivery to the Master Servicer. If Collections are then being paid to any Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, or its designee, or to lock boxes or accounts directly or indirectly
owned or controlled by the Administrative Agent, on behalf of the Investors, the Master Servicer shall forthwith cause such Deemed Collections to be paid to each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, or its
designee or to such lock boxes or accounts, as applicable, or as each applicable Purchaser Agent shall request. So long as the Seller shall hold any Collections (including Deemed Collections) required to be paid to the Master Servicer or any Agent,
it shall hold such Collections in trust on behalf and for the benefit of the Agents, on behalf of themselves and the Investors, and shall clearly mark its records to reflect such trust; provided that unless the Administrative Agent shall have
requested it in writing to do so, the Seller shall not be required to hold such Collections in a separate deposit account containing only such Collections. 

  
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 Section 3.5    Sharing of Payments. 

If any Investor (for purposes of this Section only, referred to as a “Recipient”) shall obtain payment (whether
voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Invested Amount (or portion thereof) of, or Earned Discount or CP Costs accrued in respect of, the Asset Interest or portion thereof owned by it in
excess of its ratable share of payments made on account of the Invested Amount of, or Earned Discount or CP Costs accrued in respect of, the Asset Interest owned by all the Investors (other than as a result of different methods for calculating
Earned Discount or CP Costs), such Recipient shall forthwith purchase from the applicable Investors which received less than their ratable share participations in the portions of the Asset Interest owned by such Persons as shall be necessary to
cause such Recipient to share the excess payment ratably with each such other Person; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall
be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s ratable share (according
to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so
recovered. 
 Section 3.6    Repurchase of Asset Interest. 

In addition to Seller’s rights pursuant to Section 3.2(b), the Seller shall have the right, upon thirty days
prior written notice to the Administrative Agent and Purchaser Agents, to repurchase from the Investors all, but not less than all, of the Asset Interest. The purchase price in respect thereof shall be an amount equal to the sum of the Invested
Amount, all accrued and unpaid Earned Discount, CP Costs, Broken Funding Costs, fees and other amounts payable to the Investors and the Agents through the date of repurchase, payable in immediately available funds. Such repurchase shall be without
representation, warranty or recourse of any kind by, on the part of, or against any Investor or any Agent. 
 Article IV. 

Fees and Yield Protection 

Section 4.1    Fees. 

The Seller shall pay to the Administrative Agent and each Purchaser Agent for the benefit of the Administrative Agent and such Purchaser
Agent’s Purchaser Group the fees and other amounts set forth in the Fee Letter, all such fees and other amounts to be paid from time to time in the amounts set forth in each the Fee Letter. 

Section 4.2    Yield Protection. 

(a)    If (i) Regulation D or (ii) any Regulatory Change: 

(A)    shall subject an Affected Party to any Tax, duty or other charge with respect to the portion of the
Asset Interest owned by or funded by it, or any 

  
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obligations or right to make Purchases or Reinvestments or to provide funding therefor, or shall change the basis of taxation of payments to the Affected Party of any portion of the Invested
Amount, CP Costs or Earned Discount owned by, owed to or funded in whole or in part by it or any other amounts due under this Agreement in respect of the portion of the Asset Interest owned by or funded by it or its obligations or rights, if any, to
make Purchases or Reinvestments or to provide funding therefor; or 
 (B)    shall impose, modify or deem
applicable any reserve (including, without limitation, any reserve imposed by the Federal Reserve Board, but excluding any reserve included in the determination of Earned Discount), special deposit or similar requirement against assets of any
Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any
Affected Party; or 
 (C)    shall change the amount of capital maintained or required or requested or
directed to be maintained by any Affected Party; or 
 (D)    shall impose any other condition affecting
any Asset Interest owned or funded in whole or in part by any Affected Party, or its obligations or rights, if any, to make Purchases or Reinvestments or to provide funding therefor; or 

(E)    shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a
successor thereto) assesses, deposit insurance premiums or similar charges; 
 and the result of any of the foregoing is or would be 

(A)    to increase the cost to or to impose a cost on (1) an Affected Party funding or making or
maintaining any Purchases or Reinvestments, any purchases, reinvestments, or loans or other extensions of credit under any Liquidity Agreement, or any commitment of such Affected Party with respect to any of the foregoing, or (2) any Agent for
continuing its or the Seller’s relationship with any Investor, 
 (B)    to reduce the amount of any
sum received or receivable by an Affected Party under this Agreement or under any Liquidity Agreement, or 

(C)    in the reasonable determination of such Affected Party, to reduce the rate of return on the capital
of an Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which such Affected Party could otherwise have achieved, 

then, within thirty days after demand by such Affected Party (which demand shall be accompanied by a certificate setting forth, in reasonable detail, the
basis of such demand and the methodology for calculating, and the calculation of, the amounts claimed by the Affected Party), the Seller shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected
Party for such additional or increased cost or such reduction. 

  
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 (b)    Each Affected Party will promptly notify the Seller, the
Administrative Agent and the Purchaser Agent for the Purchaser Group of such Affected Party, if applicable, of any event of which it has knowledge (including any future event that, in the judgment of such Affected Party, is reasonably certain to
occur) which will entitle such Affected Party to compensation pursuant to this Section 4.2; provided, however, no failure to give or delay in giving such notification shall adversely affect the rights of any
Affected Party to such compensation. 
 (c)    In determining any amount provided for or referred to in this
Section 4.2, an Affected Party may use any reasonable averaging and attribution methods (consistent with its ordinary business practices) that it (in its reasonable discretion) shall deem applicable. Any Affected Party when
making a claim under this Section 4.2 shall submit to the Seller the certificate (referred to in subsection (a) above) as to such increased cost or reduced return (including calculation thereof in
reasonable detail), which statement shall, in the absence of demonstrable error, be conclusive and binding upon the Seller. 

(d)    For the avoidance of doubt, (w) any interpretation of FAS 166 or FAS 167 (or any successor Accounting
Standards Codification Subtopic) by the Financial Accounting Standards Board and any pronouncement, interpretation or release by the International Accounting Standards Board, (x) any request, rule, guideline or directive under or issued in
connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act (whether or not having the force of law), regardless of the date enacted, adopted or issued, or (y) any request, rule, guideline or directive promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, shall,
in each such case, constitute an adoption, change, request or directive subject to this Section 4.2. 

Section 4.3    Funding Losses. 

In the event that any Purchaser or any Liquidity Bank shall actually incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by such Purchaser through the issuance of Commercial Paper Notes to fund any Purchase or such Liquidity Bank to make any Liquidity Funding or maintain any Liquidity
Funding) as a result of (a) any settlement with respect to such Investor’s Purchaser Group’s Tranche Investment of all or any portion of any Asset Tranche being made by such Purchaser Group on any day other than the scheduled last day
of an applicable CP Accrual Period or Yield Period with respect thereto (it being understood that the foregoing shall not apply to any portion of the Invested Amount that is accruing Earned Discount calculated by reference to the Base Rate), or
(b) any Purchase not being made in accordance with a request therefor under Section 1.2, then, upon written notice from any Purchaser Agent to the Seller and the Master Servicer, the Seller shall pay to the Master
Servicer, and the Master Servicer shall pay to such Investor’s Purchaser Agent for the account of such Investor, the amount of such loss or expense. Such written notice (which shall include the methodology for calculating, and the calculation
of, the amount of such loss or expense, in reasonable detail) shall, in the absence of demonstrable error, be conclusive and binding upon the Seller and the Master Servicer. 

  
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 Article V. 

Conditions of Purchases 

Section 5.1    Closing Date; Conditions Precedent to Initial Purchase. 

(a)     This Agreement shall become effective on the date on which all of the below conditions in this
Section 5.1(a) have been satisfied; the effectiveness of this Agreement is subject to the condition precedent that each Agent shall have received the following, each (unless otherwise indicated) dated such date or another
recent date acceptable to each Agent and in form and substance satisfactory to each Agent: 
 (i)    a
copy of the resolutions of the board of directors (or similar governing body) of each Seller Party, Lennox International and each Originator approving each Transaction Document to be delivered by it hereunder and the transactions contemplated hereby
and thereby, certified by its secretary or any other authorized person; 
 (ii)    good standing
certificates for each Seller Party, Lennox International and each Originator issued as of a recent date by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized and the Secretary of State (or the
equivalent) of the state of its principal place of business; 
 (iii)    a certificate of the secretary
or assistant secretary of each Seller Party, Lennox International and each Originator certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it
hereunder (on which certificate each Agent and each Investor may conclusively rely until such time as Agents shall receive from a Seller Party a revised certificate meeting the requirements of this subsection (iii)); 

(iv)    [intentionally omitted]; 

(v)    the certificates of incorporation (or the equivalent) of each Seller Party, Lennox International and
each Originator and all amendments thereto (including the amendment referred to in subsection (iv) above) duly certified as of a recent date by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is
organized as of a recent date acceptable to each Agent, together with a copy of the by-laws (or the equivalent) of each Seller Party and each Originator duly certified by the secretary or an assistant
secretary of each entity; 
 (vi)    acknowledgment copies of proper financing statements (form UCC-1) or amendments to already filed financing statements (form UCC-3), filed on or prior to the date of the initial Purchase, naming (x) each Originator as the debtor
and seller of Receivables, (y) Seller as secured party and purchaser and (z) Administrative Agent as assignee; and/or other similar instruments or documents, as may be necessary or, in the opinion of Administrative Agent, desirable under
the UCC or any comparable law of all appropriate jurisdictions to perfect Seller’s and Investors’ interests in the Pool Receivables and the Related Assets; 

  
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 (vii)    acknowledgment copies of proper financing statements
(Form UCC-1), filed on or prior to the date of the initial Purchase, naming (x) Seller as the debtor and seller of Receivables or any undivided percentage ownership interest therein, and
(y) Administrative Agent as the secured party; or other, similar instruments or documents, as may be necessary or, in the opinion of Administrative Agent, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect
(A) Investors’ undivided percentage ownership interests and (B) the security interest referred to in Section 9.1, in each case in the Pool Receivables and the Related Assets; 

(viii)    a search report by a nationally recognized search firm provided in writing to Administrative
Agent listing all effective financing statements, state and federal tax or ERISA liens and judgments that name Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to
subsections (vi) and (vii) above and in such other jurisdictions and from such other Persons that Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any
Receivables or Related Assets); 
 (ix)    duly executed copies of Lockbox Agreements with each of the
Lockbox Banks with respect to each of the Lockbox Accounts; 
 (x)    favorable opinions of Jones Day
LLP, counsel for the Seller, the Master Servicer, Lennox International and the Originators, as to such matters as the Administrative Agent may reasonably request; 

(xi)    duly executed copies of the Sale Agreement, confirmation of the Assurance Agreement and each Fee
Letter; 
 (xii)    completion of satisfactory due diligence by Administrative Agent and its counsel;

 (xiii)    a pro forma Information Package, prepared in respect of the proposed
initial Purchase, assuming a Cut-Off Date of October 31, 2011; 

(xiv)    written notice provided by the Seller setting forth the Seller’s Account 

(xv)    such other agreements, instruments, certificates, opinions and other documents as Administrative
Agent may reasonably request. 
 (b)    Each party hereto agrees and acknowledges that, in connection with Amendment
No. 6 to this Agreement, dated as of the Sixth Amendment Date, the BTMU Purchaser Group Limit (as defined in the Prior RPA) is being changed to the amount set forth herein and the WFB Purchaser Group Limit is being added hereto. As a result
thereof, the applicable Investors in the BTMU Purchaser Group which own the Asset Interest as of the date hereof shall transfer and assign a portion of the Asset Interest to the Investors in the WFB Purchaser Group so that after giving effect
thereto, each Purchaser Group shall hold its Pro Rata Share (as determined pursuant 

  
 22 








 
to clause (b) of the definition thereof) of the Invested Amount outstanding at such time. On the Sixth Amendment Date, the applicable Investors in the WFB Purchaser Group making such
purchase agree to make a cash payment to such Investors in the BTMU Purchaser Group in an amount equal to the aggregate Invested Amount so transferred. 

Section 5.2    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 

  
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 (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. 
 Article VI. 

Representations and Warranties 

Section 6.1    Representations and Warranties of the Seller Parties. 

Each Seller Party represents and warrants as to itself, except when specifically provided, in which case, the specified Seller Party represents
and warrants as follows: 
 (a)    Organization and Good Standing. Its jurisdiction of organization is correctly
set forth in the preamble to this Agreement. It is duly organized and is a “registered organization” as defined in the UCC under the laws of that jurisdiction and no other state or jurisdiction. It is validly existing as a corporation in
good standing under the laws of its state of organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Seller had at all relevant
times, and now has, all necessary power, authority, and legal right to acquire and own the Pool Receivables and Related Assets. All of the issued and outstanding capital stock of the Seller is held by wholly-owned Subsidiaries of Lennox
International. The Seller has no subsidiaries. 
 (b)    Due Qualification. It is duly qualified to do business
as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification, licenses or approvals,
except where the failure to be so qualified or have such licenses or approvals would not have a Material Adverse Effect. 

(c)    Power and Authority; Due Authorization. It (i) has all necessary power, authority and legal right
(A) to execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) to carry out the terms of the Transaction Documents to which it is a party, (C) in the case of the Master Servicer, to service
the Receivables and the Related Assets in accordance with this Agreement and the Sale Agreement, and (D) in the case of the Seller, sell and assign the Asset Interest on the terms and conditions herein provided, and (ii) has duly
authorized by all necessary corporate action the execution, delivery and performance of this Agreement and the other Transaction Documents and, in the case of the Seller, the sales and assignments described in clause (i)(D)
above. It has duly executed and delivered each of the Transaction Documents to which it is a party. 
 (d)    Valid
Sale; Binding Obligations. (i) This Agreement constitutes a valid sale, transfer, and assignment of the Asset Interest to the applicable Investors, enforceable against creditors of, and purchasers from, the Seller, and (ii) this
Agreement and each other Transaction Document signed by such Seller Party constitutes, a legal, valid and binding obligation of such 

  
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Seller Party, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws from time to time in effect
affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 

(e)    No Violation. The execution, delivery and performance by it of this Agreement and the other Transaction
Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, its articles or certificate of incorporation or by-laws, or any material indenture, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other
agreement or instrument to which it is a party or by which it or any of its properties is bound (including, but not limited to, those agreements or instruments evidencing Material Indebtedness of Lennox International), (ii) result in the
creation or imposition of any Lien upon any its properties pursuant to the terms of any such material indenture, loan agreement, receivables purchase agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement and
the other Transaction Documents, or (iii) violate any law or any order, rule, or regulation applicable to it of any court or of any federal or state regulatory body, administrative agency, or other governmental instrumentality having
jurisdiction over it or any of its properties. 
 (f)    No Proceedings. There are no actions, proceedings or
investigations pending, or, to its knowledge, threatened, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document, (ii) seeking to prevent the sale and assignment of the
Receivables under the Sale Agreement or of the Asset Interest under this Agreement or the consummation of any of the other transactions contemplated by this Agreement or any other Transaction Document, or (iii) that would have a Material
Adverse Effect. 
 (g)    Bulk Sales Act. No transaction contemplated hereby requires compliance with any bulk
sales act or similar law. 
 (h)    Government Approvals. 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 it of this Agreement and each other Transaction Document to which it is a party, except, in the case of the
Seller, for (i) the filing of the UCC financing statements referred to in Article V, and (ii) the filing of any UCC continuation statements and amendments from time to time required in relation to any UCC
financing statements filed in connection with this Agreement, as provided in Section 8.7, all of which, at the time required in Article V or Section 8.7, as applicable,
shall have been duly made and shall be in full force and effect. 
 (i)    Financial Condition. (i) The
consolidated and consolidating balance sheets of Lennox International and its consolidated subsidiaries as at December 31, 2010, and the related statements of income and shareholders’ equity of Lennox International and its consolidated
subsidiaries for the fiscal year then ended, certified by KPMG LLP, independent certified public accountants, copies of which have been furnished to the Agents, fairly present in all material respects the consolidated financial condition of Lennox
International and its consolidated 

  
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subsidiaries as at such date and the consolidated results of the operations of Lennox International and its consolidated subsidiaries for the period ended on such date, all in accordance with
GAAP consistently applied, (ii) since December 31, 2010 there has been no material adverse change in any such financial condition, business or operations, (iii) the balance sheet of the Seller as at September 30, 2011, certified
by the chief financial officer or treasurer of the Seller by means of a Certificate of Financial Officer in the form attached hereto as Exhibit B, copies of which have been furnished to the Agents, fairly present in all material respects the
financial condition, assets and liabilities of the Seller as at such date, all in accordance with GAAP consistently applied, and (iv) since December 31, 2009 there has been no material adverse change in the Seller’s financial
condition, business or operations. 
 (j)    Nature of Receivables. Each Receivable constitutes an
“account” as such term is defined in the UCC. 
 (k)    Margin Regulations. The use of all funds
obtained by such Seller Party under this Agreement or any other Transaction Document will not conflict with or contravene any of Regulation T, U and X promulgated by the Federal Reserve Board from time to time or be used to acquire any equity
security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. 

(l)    Quality of Title. (i) This Agreement creates a valid and continuing security interest (as defined in
the applicable UCC) in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, which security interest is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Seller,
(ii) the Seller owns and has good and marketable title to the Pool Receivables, Related Assets and the other Collateral free and clear of any Lien (other than any Lien arising solely as the result of any action taken by any Secured Parties (or
any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iii) when any Purchaser makes a Purchase or Reinvestment, it shall have acquired and shall at all times thereafter continuously maintain a
valid and perfected first priority undivided percentage ownership interest to the extent of the portion of the Asset Interest funded by the related Purchaser Group in the Pool Receivables and Related Assets, free and clear of any Lien (other than
any Lien arising as the result of any action taken by any Secured Party (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents); (iv) other than the security interest granted to the Administrative
Agent for the benefit of the Secured Parties pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed any of the Collateral; (v) the Seller has not authorized the filing of,
and is not aware of any financing statements against the Seller that include a description of collateral covering the Pool Receivables, Related Assets or any other Collateral except such as may be filed (A) in favor of the Originators in
accordance with the Contracts, (B) in favor of the Seller in connection with the Sale Agreement or (C) in favor of the Secured Parties or the Administrative Agent in accordance with this Agreement or in connection with any Lien arising
solely as the result of any action taken by the Secured Parties (or any assignee thereof) or by the Administrative Agent in connection with the Transaction Documents, and (vi) with respect to each Pool Receivable, the Seller (A) shall have
received such Pool Receivable as a contribution to the capital of the Seller by the applicable Originator or (B) shall have purchased such Pool Receivable from the applicable Originator in exchange for payment (made by the Seller to the
Originator in accordance with the provisions of 

  
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the Sale Agreement) of cash, an increase in the principal amount of the Initial Seller Note and/or an increase in the preferred stock of the Seller held by such Originator, in all cases in an
amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (vi) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by any Originator to
the Seller and no such sale is or may be voidable or subject to avoidance under applicable law. 
 (m)    Accurate
Reports. No Information Package or Interim Information Package (if prepared by such Seller Party, or to the extent information therein was supplied by such Seller Party) or other information, exhibit, financial statement, document, book, record
or report furnished or to be furnished by or on behalf of such Seller Party to any Agent or any Investor pursuant to this Agreement was or will be inaccurate in any material respect as of the date it was or will be dated or (except as otherwise
disclosed to such Agent or Purchaser at such time) as of the date so furnished, or contained or (in the case of information or other materials to be furnished in the future) will contain any material misstatement of fact or omitted or (in the case
of information or other materials to be furnished in the future) will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances made or presented. 

(n)    Offices. The principal places of business and chief executive offices of the Master Servicer and the Seller
are located at the respective addresses set forth on Schedule 14.2, and the offices where the Master Servicer and the Seller keep all their books, records and documents evidencing Pool Receivables, the related Contracts and
all purchase orders and other agreements related to such Pool Receivables are located at the addresses specified in Schedule 6.1(n) (or at such other locations, notified to each Agent in accordance with
Section 7.1(f), in the United States). 
 (o)    Lockbox Accounts. The names and
addresses of all the Lockbox Banks, together with the account numbers of the Lockbox Accounts of the Seller at each Lockbox Bank and the post office box numbers of the lockboxes, are listed on Schedule 6.1(o) (or have been
notified to and approved by the Agents in accordance with Section 7.3(d)) and are the only post office boxes and accounts into which Collections of Receivables are deposited or remitted. The Seller has not granted any
Person, other than the Administrative Agent for the benefit of the Secured Parties as contemplated by this Agreement, control of any lockbox or Lockbox Account, or the right to take control of any such lockbox or Lockbox Account at a future time.

 (p)    Eligible Receivables. Each Receivable characterized in any Information Package, Interim Information
Package or other written statement made by or on behalf of the Seller as an Eligible Receivable or as included in the Net Pool Balance is, as of the date of such Information Package, Interim Information Package or other written statement and on the
date of any Purchase, Reinvestment or computation of Net Pool Balance, an Eligible Receivable on such date and properly included in the Net Pool Balance on such date. On the date of each Purchase and Reinvestment (and after giving effect thereto and
to any payments made pursuant to Section 3.1(c)), the Asset Interest is not greater than 100%. 

  
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 (q)    Servicing Programs. No license or approval is required for any
Agent’s use of any program used by the Master Servicer in the servicing of the Receivables, other than those which have been obtained and are in full force and effect. 

(r)    Compliance with Credit and Collection Policy. With respect to each Eligible Receivable, it has complied in
all material respects with the Credit and Collection Policy. 
 (s)    Solvency. (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 debts or liabilities beyond the Seller’s abilities to pay such debts 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. 

(t)    Names. Since the date of its incorporation, the Seller has not used any corporate names, trade names or
assumed names other than the name in which it has executed this Agreement. 
 (u)    Ownership of the Seller.
100% of the issued and outstanding capital stock of the Seller is held by wholly-owned Subsidiaries of Lennox International, free and clear of any Lien. Such capital stock is validly issued, fully paid and nonassessable, and there are no options,
warrants or other rights to acquire securities of the Seller. As of the date of this Agreement, the identity of all holders of capital stock of the Seller and the Initial Seller Notes, the type of capital stock and the amounts of all such capital
stock and Initial Seller Notes held by such holders is as set forth on Schedule 6.1(u). 
 (v)    Investment
Company. The Seller (i) is not a “covered fund” under the Volcker Rule and (ii) is not, and after giving effect to the transactions contemplated hereby, will not be required to register as, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended from time to time, or any successor statute. In determining that the Seller is not a covered fund, the Seller either does not rely solely on the exemption from the definition of
“investment company” set forth in Section 3(c)(1) and/or 3(c)(7) of the Investment Company Act of 1940, as amended from time to time, or any successor statute, or is entitled to the benefit of the exclusion for loan securitizations in
the Volcker Rule under 17 C.F.R. 75.10(c)(8). 
 (w)    Taxes. Each Seller Party has filed all material tax
returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except for immaterial amounts, unless such immaterial amounts give rise to a Lien, and except for any such taxes
which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Seller is not aware of any judgment or tax
lien filings against it. 

  
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 (x)    Compliance with Laws. Each Seller Party is in compliance with
all applicable laws, rules, regulations and orders, including those with respect to the Pool Receivables and related Contracts, except where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect. 

(y)    Liquidation Event. No event has occurred and is continuing that constitutes a Liquidation Event, Unmatured
Liquidation Event or Credit Event. 
 (z)    Prior Seller Activities. The Seller was incorporated on June 9,
2000, and since such date it has not engaged in any business activities other than the transactions contemplated by and permitted by its certificate of incorporation. 

(aa)    Anti-Corruption Laws and Sanctions. Policies and procedures have been implemented and maintained by or on
behalf of each of the Seller Parties that are designed to achieve compliance by the Seller Parties and their respective Subsidiaries, directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, giving due regard to
the nature of such Person’s business and activities, and each of the Seller Parties, their respective Subsidiaries and their respective officers and employees and, to the knowledge of each of the Seller Parties, their respective officers,
employees, directors and agents acting in any capacity in connection with or directly benefitting from the facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. None
of (i) the Seller Parties or any of their respective Subsidiaries or, to the knowledge of the Seller Parties, as applicable, any of their respective directors, officers, employees, or agents that will act in any capacity in connection with or
directly benefit from the facility established hereby, is a Sanctioned Person, and (ii) the Seller Parties nor any of their respective Subsidiaries is organized or resident in a Sanctioned Country. No Asset Interests purchased hereunder,
amounts paid by the Purchasers and/or the Liquidity Banks hereunder to the Seller, or use of proceeds thereof by Seller in any manner, will violate Anti-Corruption Laws or applicable Sanctions. 

Article VII. 
 General
Covenants of the Seller Parties 
 Section 7.1    Affirmative Covenants of the Seller Parties.

 Until the Final Payout Date, unless each Agent shall otherwise consent in writing: 

(a)    Compliance With Laws, Etc. Each Seller Party will comply in all material respects with all applicable laws,
rules, regulations and orders, including those with respect to the Pool Receivables and related Contracts, except where the failure to so comply would not individually or in the aggregate have a Material Adverse Effect. 

(b)    Preservation of Corporate Existence. Each Seller Party will preserve and maintain its corporate existence,
status as a “registered organization”, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to
preserve and maintain such existence, rights, franchises, privileges and qualification would have a Material Adverse Effect. 

  
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 (c)    Audits. Each Seller Party will (i) at any time and from
time to time upon not less than five (5) Business Days’ notice (unless a Liquidation Event has occurred and is continuing (or any Agent believes in good faith that a Liquidation Event has occurred and is continuing), in which case no such
notice shall be required) during such Seller Party’s regular business hours, permit the Administrative Agent along with each Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, or any of its agents or representatives,
(A) to conduct audits of the Pool Receivables and examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of such Seller
Party relating to Pool Receivables and the Related Assets, including, without limitation, the related Contracts and purchase orders and other agreements, and (B) to visit the offices and properties of such Seller Party for the purpose of
examining such materials described in clause (i)(A) next above, and to discuss matters relating to Pool Receivables and the Related Assets or such Seller Party’s performance hereunder with any of the officers or
employees (with notification to and coordination with the treasurer of such Seller Party or his designee) of such Seller Party having knowledge of such matters; (ii) permit each Purchaser Agent or any of its respective agents or
representatives, upon not less than five (5) Business Days’ notice from such Purchaser Agent and the consent (which consent shall not unreasonably be withheld or delayed) of such Seller Party (unless a Liquidation Event has occurred and is
continuing (or such Purchaser Agent believes in good faith that a Liquidation Event has occurred and is continuing) in which case no such notice or consent shall be required), to meet with the independent auditors of such Seller Party, to review
such auditors’ work papers and otherwise to review with such auditors the books and records of such Seller Party with respect to the Pool Receivables and the Related Assets; and (iii) without limiting the provisions of
clause (i) or (ii) next above, from time to time, at the expense of such Seller Party, permit certified public accountants or other auditors acceptable to each Purchaser Agent to conduct a review of such Seller
Party’s books and records with respect to the Pool Receivables and the Related Assets; provided, that, so long as no Liquidation Event has occurred and is continuing, (I) such reviews shall not be done more than two (2) times
in any one calendar year and (II) the Seller Parties shall be responsible for the costs and expenses of one such review in any one calendar year. 

(d)    Keeping of Records and Books of Account. The Master Servicer will maintain and implement administrative and
operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, records and other information
reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of outstanding Unpaid Balances by Obligor and related debit and credit details of the
Pool Receivables). 
 (e)    Performance and Compliance with Receivables and Contracts. Each Seller Party will,
at its expense, timely and fully perform and comply with all material provisions, covenants and other promises, if any, required to be observed by it under the Contracts related to the Pool Receivables and all agreements related to such Pool
Receivables. 
 (f)    Location of Records. Each Seller Party will keep its chief place of business and chief
executive office, and the offices where it keeps its records concerning the Pool Receivables, the Related Assets, including all related Contracts and all agreements related to such Pool Receivables (and all original documents relating thereto), at
the address(es) of the Master Servicer and the Seller referred to in Section 6.1(n) or, upon 30 days’ prior written notice to the Administrative Agent, at other locations in the United States. 

  
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 (g)    Credit and Collection Policies. Each Seller Party will comply
in all material respects with the Credit and Collection Policy in regard to each Pool Receivable and the related Contract. 

(h)    Sale Agreement. The Seller will perform and comply in all material respects with all of its covenants and
agreements set forth in the Sale Agreement, and will enforce the performance by the Originators of their respective obligations under the Sale Agreement. 

(i)    Deposit to Lockbox Accounts. The Seller and the Master Servicer shall instruct all Obligors to deposit all
Collections to the Lockbox Accounts. Upon the establishment of the Collection Account, if any, the Master Servicer shall instruct each Lockbox Bank to deposit all Collections to the Collection Account. The Seller and the Master Servicer will not
give any contrary or conflicting instructions, and will, upon the request of the Master Servicer or the Administrative Agent, confirm such instructions by the Master Servicer or take such other action as may be reasonably required to give effect to
such instructions. If the Seller shall receive any Collections directly, it shall immediately (and in any event within two (2) Business Days) deposit the same to a lockbox connected to a Lockbox Account, a Lockbox Account or the Collection
Account in the same form received. 
 (j)    Anti-Corruption Laws and Sanctions. Policies and procedures will be
maintained and enforced (i) by or on behalf of the Seller that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Seller, by the Seller and its directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, in each case giving due regard to the nature of such Person’s business and activities and (ii) by or on behalf of each of the Master Servicer and each
Originator that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance, in the reasonable judgment of the Master Servicer and each Originator, by the Master Servicer and each Originator and each of their
respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, in each case giving due regard to the nature of such Person’s business and activities. 

Section 7.2    Reporting Requirements of the Seller Parties. 

From the date hereof until the Final Payout Date, unless each Agent shall otherwise consent in writing: 

(a)    Quarterly Financial Statements - Lennox International. The Master Servicer will furnish to each Agent, as
soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of Lennox International, copies of its consolidated, and, to the extent otherwise available, consolidating balance sheets
and related statements of income and statements of cash flow, showing the financial condition of Lennox International and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of
such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, together with a Certificate of Financial Officer in the form attached hereto as Exhibit B executed by the chief financial officer or treasurer of
Lennox International; 

  
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 (b)    Annual Financial Statements - Lennox International. The Master
Servicer will furnish to each Agent, as soon as available and in any event within 90 days after the end of each fiscal year of Lennox International, copies of its consolidated and consolidating balance sheets and related statements of income and
statements of cash flow, showing the financial condition of Lennox International and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all
audited by KPMG LLP or other independent public accountants of recognized national standing acceptable to each Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such
consolidated financial statements fairly present the financial condition and results of operations of Lennox International on a consolidated basis (except as noted therein) in accordance with GAAP consistently applied; 

(c)    [Reserved]; 

(d)    Annual Financial Statements - Seller. The Seller will furnish to each Agent, as soon as available and in any
event within 90 days after the end of each fiscal year of the Seller, copies of the financial statements of the Seller, consisting of at least a balance sheet of the Seller for such year and statements of earnings, cash flows and shareholders’
equity, setting forth in each case in comparative form corresponding figures from the preceding fiscal year, together with a Certificate of Financial Officer in the form attached hereto as Exhibit B executed by the chief financial officer or
treasurer of the Seller; 
 (e)    Reports to Holders and Exchanges. In addition to the reports required by
subsections (a), (b) and (d) above, promptly upon any Agent’s request, the Master Servicer will furnish or cause to be furnished to each Agent, copies of any reports specified in such request which
the Master Servicer sends to any of its securityholders, and any reports, final registration statements (excluding exhibits), and each final prospectus and all amendments thereto that the Master Servicer files with the Securities and Exchange
Commission or any national securities exchange other than registration statements relating to employee benefit plans and registrations of securities for selling securities; 

(f)    ERISA. Promptly after the filing or receiving thereof, each Seller Party will furnish to each Agent, copies
of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which any Seller Party or ERISA Affiliate thereof files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the
U.S. Department of Labor or which such Seller Party or ERISA Affiliate thereof receives from the Pension Benefit Guaranty Corporation, which Reportable Event(s) individually or in the aggregate could have a Material Adverse Effect; 

(g)    Liquidation Events, Etc. As soon as possible and in any event within three (3) Business Days after
obtaining knowledge of the occurrence of any Liquidation Event, any Unmatured Liquidation Event, or any Credit Event, each Seller Party will furnish to each Agent, a written statement of the chief financial officer, treasurer or chief accounting
officer of such Seller Party setting forth details of such event and the action that such Seller Party will take with respect thereto; 

  
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 (h)    Litigation. As soon as possible and in any event within ten
(10) Business Days of any Seller Party’s knowledge thereof, such Seller Party will furnish to each Agent, notice of (i) any litigation, investigation or proceeding which may exist at any time which could reasonably be expected to have
a Material Adverse Effect and (ii) any development in previously disclosed litigation which development could reasonably be expected to have a Material Adverse Effect; 

(i)    Sale Agreement. (i) Promptly after receipt thereof, the Seller will furnish to each Agent, copies of all
notices received by the Seller from any Originator under the Sale Agreement and (ii) as soon as possible and in any event no later than the day of occurrence thereof, the Seller will furnish to each Agent notice that any Originator has stopped
selling or contributing to the Seller, pursuant to the Sale Agreement, all newly arising Receivables; 
 (j)    Change
in Credit and Collection Policy. Prior to its effective date, each Seller Party will furnish to each Agent, notice of (i) any material change in the character of such Seller Party’s business, and (ii) any material change in the
Credit and Collection Policy; 
 (k)    Change of Independent Director. At least 10 days prior to the
effectiveness of any removal of the Independent Director, and within three Business Days after the death, incapacity or resignation of the Independent Director, the Seller shall furnish to each Agent notice of such event and the date of occurrence
thereof, together with the name and background of the replacement Independent Director; 
 (l)    Other.
Promptly, from time to time, each Seller Party will furnish to each Agent such other information, documents, records or reports respecting the Receivables or the condition or operations, financial or otherwise, of such Seller Party as such Agent may
from time to time reasonably request in order to protect the interests of such Agent or the Investors under or as contemplated by this Agreement. 

Promptly upon receipt thereof, each Purchaser Agent agrees to send to each Investor in such Purchaser Agent’s Purchaser Group copies of all financial
statements, reports, notices, certificates or other items received by such Purchaser Agent under this Section 7.2. 
 Documents
required to be delivered pursuant to clauses (a), (b) or (e) of this Section 7.2 (to the extent any such documents are included in reports otherwise filed with the SEC, or any Governmental Authority
succeeding to any or all of the functions of the SEC) shall be deemed to have been delivered to each Agent on the date Lennox International has filed such reports with the SEC via the EDGAR filing system and the Master Servicer has notified each
Agent in writing of such posting. 

  
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 Section 7.3    Negative Covenants of the Seller Parties. 

From the date hereof until the Final Payout Date, unless each Agent shall otherwise consent in writing: 

(a)    Sales, Liens, Etc. (i) The Seller will not, except as otherwise provided herein and in the other
Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Pool Receivable or any Related Asset, or any interest therein, or any account to which
any Collections of any Pool Receivable are sent, or any right to receive income or proceeds from or in respect of any of the foregoing, and (ii) the Master Servicer will not assert any interest in the Receivables or any other Collateral, except
as Master Servicer. 
 (b)    Extension or Amendment of Receivables. No Seller Party will, except as otherwise
permitted in Section 8.2(c), extend, amend or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any material term or condition of any Contract related thereto in any way that adversely affects the
collectibility of any Pool Receivable or the Investors’ rights therein. 
 (c)    Change in Credit and
Collection Policy. No Seller Party will make or permit to be made any material change in the Credit and Collection Policy, which change would impair the collectibility of any significant portion of the Pool Receivables or otherwise adversely
affect the interests or remedies of any Agent or Investor under this Agreement or any other Transaction Document. 

(d)    Change in Payment Instructions to Obligors. No Seller Party will add or terminate any lockbox or account as
a Lockbox Account or bank as a Lockbox Bank from those listed in Schedule 6.1(o) (unless, prior to such addition or termination, the Administrative Agent shall have received an updated
Schedule 6.1(o) and a fully executed Lockbox Agreement with each new Lockbox Bank or with respect to each new lockbox or account) or, make any change in its instructions to Obligors regarding payments to be made to the
Seller or Master Servicer or payments to be made to any Lockbox Bank (except for a change in instructions solely for the purpose of directing Obligors to make such payments to another existing Lockbox Bank). 

(e)    Deposits to Collection Account. No Seller Party will deposit or otherwise credit, or cause or permit to be
so deposited or credited, to the Collection Account or any Lockbox Account, any cash or cash proceeds other than Collections of Pool Receivables. 

(f)    Changes to Other Documents. The Seller will not enter into any amendment or modification of, waiver to, or
supplement to, the Sale Agreement or the Seller’s certificate of incorporation. 
 (g)     Distributions,
Etc. The Seller will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Seller, or return any capital to its
shareholders as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any shares of any class of capital stock of the Seller or any warrants, rights or options to acquire any such shares, now or
hereafter outstanding; provided, however, that the Seller may declare and pay cash dividends on its capital stock to its shareholders so long as (i) no Liquidation Event or Unmatured Liquidation Event shall then exist or would occur as a result
thereof, (ii) such dividends are in compliance with all applicable law including the corporate law of the state of Seller’s incorporation, and (iii) such dividends have been approved by all necessary and appropriate corporate action
of the Seller. 

  
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 (h)    Seller Indebtedness. The Seller will not incur or permit to
exist any Indebtedness or liability on account of deposits or advances or for borrowed money or for the deferred purchase price of any property or services, except (i) indebtedness of the Seller to the Originators incurred in accordance with
the Sale Agreement, (ii) current accounts payable arising under the Transaction Documents and not overdue and (iii) other current accounts payable arising in the ordinary course of business and not overdue, in an aggregate amount at any
time outstanding not to exceed $75,000. 
 (i)    Negative Pledges. No Seller Party will enter into or assume any
agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Lien upon any Pool Receivables or Related Assets, whether now owned or hereafter acquired, except as contemplated by the
Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents. 

(j)    Change of Name; Jurisdiction of Organization; Offices and Records. No Seller Party shall change (i) its
name as it appears in official filings in the jurisdiction of its organization, (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizational
identification number, if any, issued by its jurisdiction of organization, or (iv) its jurisdiction of organization unless it shall have: (A) given the Agents at least twenty (20) days’ prior written notice thereof; (B) at
least ten (10) days prior to such change, delivered to the Agents all financing statements, instruments and other documents requested by the Agents in connection with such change or relocation and (C) caused an opinion of counsel
acceptable to the Agents and their respective assigns to be delivered to the Agents and such assigns that Administrative Agent’s security interest (for the benefit of the Secured Parties) is perfected and of first priority and other corporate
matters related to such change, such opinion to be in form and substance acceptable to the Agents and such assigns in their sole discretion. 

(k)    Anti-Corruption Laws and Sanctions. (i) The Seller will not request any purchase hereunder, and shall
procure that its directors, officers, employees and agents shall not use, the proceeds of any such purchase (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value,
to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so
would violate any applicable Sanctions, or (C) in any other manner that would result in liability to any party hereto under any applicable Sanctions or the violation of any applicable Sanctions by any such Person and (ii) the Master
Servicer and each Originator shall not use, and each of the Master Servicer and each Originator shall procure that its respective Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any
purchase made hereunder (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of
funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent doing so would violate any applicable Sanctions, or (C) in any other manner that would
result in the violation of any applicable Sanctions by any such Person. 

  
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 (l)    Mergers, Consolidations and Acquisitions. 

(i)    The Master Servicer will not, nor will it permit any subservicer, to merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly
by purchase, lease or other acquisition of all or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than acquisitions in the
ordinary course of their business, except that if at the time thereof and immediately after giving effect thereto no Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing (A) the Master Servicer or such
subservicer may merge or consolidate with any Subsidiary (other than Seller) in a transaction in which such Master Servicer or such subservicer is the surviving corporation, and (B) the Master Servicer or such subservicer may purchase, lease or
otherwise acquire from any Subsidiary (other than Seller) all or substantially all of its assets and may purchase or otherwise acquire all or substantially all of the capital stock of any Person who immediately thereafter is a Subsidiary. 

(ii)    Seller will not merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly by purchase, lease or other acquisition of all
or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than the acquisition of the Receivables and Related Assets pursuant to the
Sale Agreement and the sale of an interest in the Pool Receivables and Related Assets hereunder. 
 (m)    [Reserved].

 (n)    Change in Business. No Seller Party will make or permit to be made any material change in the character
of its business, which change would impair the collectibility of any significant portion of the Pool Receivables or otherwise adversely affect the interests or remedies of the Investors or the Agents under this Agreement or any other Transaction
Document. 
 Section 7.4    Separate Corporate Existence of the Seller. 

Each Seller Party hereby acknowledges that each Investor and each Agent are entering into the transactions contemplated hereby in reliance upon
the Seller’s identity as a legal entity separate from the Master Servicer and its other Affiliates. Therefore, each Seller Party shall take all steps specifically required by this Agreement or reasonably required by the Agents to continue the
Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of its Affiliates, and is not 

  
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a division of the Master Servicer or any other Person. Without limiting the foregoing, each Seller Party will take such actions as shall be required in order that: 

(a)    The Seller will be a limited purpose corporation whose primary activities are restricted in its Certificate of
Incorporation to purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests, or selling interests, in Receivables in the Receivables Pool and Related Assets, entering into agreements for the selling and
servicing of the Receivables Pool, and conducting such other activities as it deems necessary or appropriate to carry out such activities; 

(b)    At least one member of the Seller’s Board of Directors shall be an Independent Director. The certificate of
incorporation of the Seller shall provide that (i) at least one member of the Seller’s Board of Directors shall be an Independent Director, (ii) the Seller’s Board of Directors shall not approve, or take any other action to cause
the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (iii) the Independent Director shall be employed by
a nationally recognized provider of corporate or structured finance services, (iv) the Independent Director may not be removed by the Seller’s stockholders or the Seller’s Board of Directors except (w) for cause, (x) in the
event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (y) with the consent of the Administrative Agent, not to be
unreasonably withheld or delayed, and that any such removal pursuant to clause (w) or (x) shall not be effective until at least ten days after written notice to the Independent Director and the Administrative Agent of such removal
and the grounds therefor, and (v) the provisions requiring an Independent Director and the provisions described in clauses (i), (ii), (iii) and (iv) of this paragraph (b) cannot be
amended without the prior written consent of the Independent Director; 
 (c)    The Independent Director shall not at
any time serve as a trustee in bankruptcy for the Seller or any Affiliate thereof; 
 (d)    Any employee, consultant or
agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent
contemplated by the Transaction Documents for the Receivables Pool (the parties acknowledge that the Master Servicer will be fully compensated for its services by payment of the Servicing Fee), and certain organizational expenses in connection with
the formation of the Seller; 
 (e)    The Seller will contract with the Master Servicer to perform for the Seller all
operations required on a daily basis to service the Receivables Pool. The Seller will pay the Master Servicer the Servicing Fee pursuant hereto. The Seller will not incur any material indirect or overhead expenses for items shared with the Master
Servicer (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and
other professional services and directors’ fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of
services rendered, it being understood 

  
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that Lennox shall pay or cause to be paid all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating
agency and other fees; 
 (f)    The Seller shall at all times be adequately capitalized in light of its contemplated
business and the Seller’s operating expenses will not be paid by any other Seller Party or other Affiliate of the Seller; 

(g)    The Seller will have its own stationery; 

(h)    The books of account, financial reports and corporate records of the Seller will be maintained separately from
those of the Master Servicer and each other Affiliate of the Seller; 
 (i)    Any financial statements of any Seller
Party or Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that (i) all of the Seller’s assets are owned by the Seller, and (ii) the Seller is a separate corporate entity with
its own separate creditors that will be entitled to be satisfied out of the Seller’s assets prior to any value in the Seller becoming available to the Seller’s equity holders; and the accounting records and the published financial
statements of the Originators will clearly show that, for accounting purposes, the Pool Receivables and Related Assets have been sold by the Originators to the Seller; 

(j)    The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from
those of the Master Servicer and the other Affiliates; 
 (k)    Each Affiliate of the Seller will strictly observe
corporate formalities in its dealings with the Seller, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Seller will not be commingled with those of any of its Affiliates; 

(l)    No Affiliate of the Seller will maintain joint bank accounts with the Seller or other depository accounts with the
Seller to which any such Affiliate (other than in its capacity as the Master Servicer hereunder or under the Sale Agreement) has independent access, provided that prior to the occurrence of a Credit Event, Collections may (following receipt
in the Lockbox Accounts) be deposited into general accounts of the Master Servicer, subject to the obligations of the Master Servicer hereunder; 

(m)    No Affiliate of the Seller shall, directly or indirectly, name the Seller or enter into any agreement to name the
Seller as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any Affiliate of the Seller; 

(n)    Each Affiliate of the Seller will maintain arm’s length relationships with the Seller, and each Affiliate of
the Seller that renders or otherwise furnishes services or merchandise to the Seller will be compensated by the Seller at market rates for such services or merchandise; 

(o)    No Affiliate of the Seller will be, nor will it hold itself out to be, responsible for the debts of the Seller or
the decisions or actions in respect of the daily business and affairs of 

  
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the Seller. The Seller shall not (i) guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others,
(ii) acquire obligations of its shareholders, (iii) pledge its assets for the benefit of any other entity or make any loans or advances to any other entity or (iv) make any payment or distribution of assets with respect to any
obligation of any Affiliate of Seller. The Master Servicer and the Seller will immediately correct any known misrepresentation with respect to the foregoing and they will not operate or purport to operate as an integrated single economic unit with
respect to each other or in their dealing with any other entity; 
 (p)    The Seller will hold regular duly noticed
meetings of its board of directors and keep correct and complete books and records of account and minutes of the meetings and other proceedings of its stockholder and board of directors, as applicable, and the resolutions, agreements and other
instruments of the Seller will be continuously maintained as official records by the Seller; 
 (q)    The Seller will
not participate in the management of any other Seller Party or any Affiliate thereof; and 
 (r)    The Seller, on the
one hand, and each Originator, on the other hand, will hold itself out to the public and conduct its business solely in its own corporate name and in such a separate manner so as not to mislead others with whom they are dealing. 

Article VIII. 

Administration and Collection 

Section 8.1    Designation of Master Servicer. 

(a)    Lennox as Initial Master Servicer. The servicing, administering and collection of the Pool Receivables shall
be conducted by the Person designated as Master Servicer hereunder from time to time in accordance with this Section 8.1. Until the Administrative Agent at the direction of the Purchaser Agents, on the Investors’
behalf, gives to Lennox a Successor Notice (as defined in Section 8.1(b)), Lennox is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms
hereof. Each of the Originators named in the Sale Agreement, has agreed to act as subservicer for the purpose of performing certain duties and obligations with respect to all Receivables purchased by the Seller from such Originator pursuant to the
terms of the Sale Agreement. In so acting as subservicer, each of the Originators has agreed to comply with, and be bound by, all of the terms and provisions of this Agreement applicable to such Originator in the performance of its duties as
subservicer; provided, however, that each such Originator (i) shall cease to act as subservicer upon the Administrative Agent’s delivery of a Successor Notice to Lennox, and (ii) shall not be entitled to receive any
Servicing Fee provided for herein (except that the Master Servicer may agree to pay to the subservicers a proportional share of the Servicing Fee which obligation shall be that of the Master Servicer). 

(b)    Successor Notice; Master Servicer Transfer Events. Upon Lennox’s receipt of a notice from the
Administrative Agent of the Administrative Agent’s designation at the direction 

  
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of the Purchaser Agents, on the Investors’ behalf, of a new Master Servicer (a “Successor Notice”), Lennox agrees that it will terminate its activities as Master
Servicer hereunder in a manner that the Agents believe will facilitate the transition of the performance of such activities to the new Master Servicer, and the Administrative Agent (or its designee) shall assume each and all of Lennox’s
obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and Lennox shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. Without
limiting the foregoing, Lennox agrees, at its expense, to take all actions necessary to provide the new Master Servicer with access to all computer software necessary or useful in collecting, billing or maintaining records with respect to the
Receivables. 
 (c)    Subcontracts. The Master Servicer may, with the prior consent of the Agents, subcontract
with any other Person for servicing, administering or collecting the Pool Receivables, provided that the Master Servicer shall remain liable for the performance of the duties and obligations of the Master Servicer pursuant to the terms hereof
and such subservicing arrangement may be terminated at the Administrative Agent’s request, at any time after a Successor Notice has been given. 

Section 8.2    Duties of Master Servicer. 

(a)    Appointment; Duties in General. Each of the Seller, the Investors and the Agents hereby appoints as its agent
the Master Servicer, as from time to time designated pursuant to Section 8.1, to enforce its rights and interests in and under the Pool Receivables and the Related Assets and the related Contracts. The Master Servicer shall
take or cause to be taken all such actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with
the Credit and Collection Policy. In performing its duties as Master Servicer, the Master Servicer shall exercise the same care and apply the same policies as it would exercise and apply if it owned such Receivables and shall act in the best
interests of the Seller and the Investors. 
 (b)    Allocation of Collections; Segregation. The Master Servicer
shall identify for the account of the Seller and Investors their respective allocable shares of the Collections of Pool Receivables in accordance with Section 1.3 but shall not be required (unless otherwise requested by the
Administrative Agent or any Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group) to segregate the funds constituting such portions of such Collections prior to the remittance thereof in accordance with said Section. If
instructed by the Administrative Agent or any Purchaser Agent, the Master Servicer shall segregate and deposit into the Collection Account, the Investors’ Share of Collections of Pool Receivables, on the second Business Day following receipt by
the Master Servicer of such Collections in immediately available funds. The Master Servicer shall, from time to time after the occurrence and during the continuance of an Unmatured Liquidation Event or a Liquidation Event, at the request of any
Purchaser Agent, furnish to such Purchaser Agent (promptly after any such request) a calculation of the amounts set aside for the Investors in such Purchaser Agent’s Purchaser Group pursuant to Section 3.1. 

(c)    Modification of Receivables. So long as no Credit Event, no Liquidation Event and no Unmatured Liquidation
Event shall have occurred and be continuing, Lennox, while it is 

  
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Master Servicer, may, in accordance with the applicable Credit and Collection Policy, (i) extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable as the Master Servicer
may reasonably determine to be appropriate to maximize Collections thereof, and (ii) adjust the Unpaid Balance of any Receivable to reflect the reductions or cancellations described in the first sentence of
Section 3.2(a); provided that such extension or adjustment shall not alter the status of such Receivables as Delinquent Receivables or Defaulted Receivables or limit the rights of any Agent or any Investor with
respect thereto. 
 (d)    Documents and Records. Each Seller Party shall deliver to the Master Servicer, and the
Master Servicer shall hold in trust for the Seller and the Purchaser Agents, on behalf of the Investors, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks)
that evidence or relate to Pool Receivables. 
 (e)    Certain Duties to the Seller. The Master Servicer shall,
as soon as practicable following receipt, turn over to the Seller (i) that portion of Collections of Pool Receivables representing its undivided percentage ownership interest therein, less the Seller’s Share of the Servicing Fee, and, in
the 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
the Master Servicer of servicing, collecting and administering the Pool Receivables to the extent not covered by the Servicing Fee received by it, and (ii) the Collections of any Receivable which is not a Pool Receivable. The Master Servicer,
if 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 Seller other
than Pool Receivables, and copies of documents, instruments and records in its possession that evidence or relate to Pool Receivables. 

(f)    Termination. The Master Servicer’s authorization under this Agreement shall terminate upon the Final
Payout Date. 
 (g)    Power of Attorney. The Seller hereby grants to the Master Servicer an irrevocable power of
attorney, with full power of substitution, coupled with an interest, to take in the name of the Seller all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or
transmitted by the Seller or transmitted or received by the Master Servicer (whether or not from the Seller) in connection with any Receivable. 

Section 8.3    [Reserved]. 

Section 8.4    Servicer Defaults. 

Each of the following events shall constitute a “Servicer Default”: 

(a)    any failure by the Master Servicer to make any payment, transfer or deposit or to give instructions or notice to
any Agent as required by this Agreement including, without limitation, delivery of any Information Package or Interim Information Package or any failure to make any payment or deposit required to be made in order to reduce the Asset Interest to the
Allocation Limit and, (i) in the case of failure to deliver an Information Package or Interim 

  
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Information Package, as the case may be, such failure shall remain unremedied for two (2) Business Days after the earliest to occur of (A) written notice thereof shall have been given
by any Agent to the Master Servicer or (B) the Master Servicer shall have otherwise become aware of such failure and (ii) except with respect to any payment or deposit required to be made in order to reduce the Asset Interest to the
Allocation Limit which shall be made when due, in the case of failure to make any payment or deposit to be made by the Master Servicer such failure shall remain unremedied for three (3) Business Days after the due date thereof; 

(b)    any failure on the part of the Master Servicer duly to observe or perform in any material respect any other
covenants or agreements of the Master Servicer set forth in this Agreement or any other Transaction Document to which the Master Servicer is a party, which failure continues unremedied for a period of 30 days after the first to occur of (i) the
date on which written notice of such failure requiring the same to be remedied shall have been given to the Master Servicer by any Agent and (ii) the date on which the Master Servicer becomes aware thereof; 

(c)    any representation, warranty or certification made by the Master Servicer in this Agreement or in any certificate
delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made, which continues to be unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of
such incorrectness requiring the same to be remedied shall have been given to the Master Servicer by any Agent and (ii) the date on which the Master Servicer becomes aware thereof; provided, however, that in the case of any
representation, warranty or certification that was not made in writing, a Servicer Default shall occur hereunder only if such representation, warranty or certification was reasonably relied upon by any Agent and/or the Investors; 

(d)    a Credit Event shall occur or any bankruptcy, insolvency or similar event occurs with respect to the Master
Servicer; or 
 (e)    any change in the control of the Master Servicer which takes the form of either a merger or
consolidation in which the Master Servicer is not the surviving entity. 
 Notwithstanding anything herein to the contrary, so long as any such Servicer
Default shall not have been remedied, the Administrative Agent (at the direction of any Purchaser Agent), by written notice to the Master Servicer (a “Termination Notice”), may terminate all of the rights and obligations of
the Master Servicer as Master Servicer under this Agreement and appoint a successor Master Servicer satisfactory to the Administrative Agent (in the Administrative Agent’s sole discretion). 

Section 8.5    Rights of the Administrative Agent. 

(a)    Notice to Obligors. At any time when a Liquidation Event has occurred and is continuing, the Administrative
Agent, at the request of the Purchaser Agents, may notify the Obligors of Pool Receivables, or any of them, of the ownership of the Asset Interest by the Investors. 

  
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 (b)    Notice to Lockbox Banks. At any time, the Administrative Agent
is hereby authorized to give notice to the Lockbox Banks, as provided in the Lockbox Agreements, directing disposition of the funds in the Lockbox Accounts. 

(c)    Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than
Lennox pursuant to Section 8.1: 
 (i)    The Administrative Agent may, or at
the request of the Purchaser Agents, shall, direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee.

 (ii)    Any Seller Party shall, at the Administrative Agent’s request and at such Seller
Party’s expense, give notice of the Investors’ ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the
Administrative Agent or its designee. 
 (iii)    Each Seller Party shall, at the Administrative
Agent’s request (at the direction of any Purchaser Agent), (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the
Related Assets, and the related Contracts, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agent, and (B) segregate all
cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly
executed instruments of transfer, to the successor Master Servicer. 
 (iv)    Each Seller Party hereby
authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s name and on behalf of the Seller
Parties which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s name on checks and other
instruments representing Collections and enforcing such Pool Receivables and the related Contracts. 

Section 8.6    Responsibilities of the Seller Parties. 

Anything herein to the contrary notwithstanding: 

(a)    Contracts. Each Seller Party shall remain responsible for performing all of its obligations (if any) under
the Contracts related to the Pool Receivables and under the related agreements to the same extent as if the Asset Interest had not been sold hereunder, and the exercise by the Administrative Agent or its designee of its rights hereunder shall not
relieve any Seller Party from such obligations. 

  
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 (b)    Limitation of Liability. No Agent or Investor shall have any
obligation or liability with respect to any Pool Receivables, Contracts related thereto or any other related agreements, nor shall any of them be obligated to perform any of the obligations of any Seller Party or any Originator thereunder. 

Section 8.7    Further Action Evidencing Purchases and Reinvestments. 

(a)    Further Assurances. Each Seller Party agrees that from time to time, at its expense, it will promptly execute
and deliver all further instruments and documents, and take all further action that the Administrative Agent or its designee may reasonably request in order to perfect, protect or more fully evidence the Purchases hereunder and the resulting Asset
Interest, or to enable the Secured Parties or the Agents or any of their respective designees to exercise or enforce any of their respective rights hereunder or under any Transaction Document in respect thereof. Without limiting the generality of
the foregoing, each Seller Party will: 
 (i)    upon the request of the Administrative Agent in its
discretion or at the direction of the Purchaser Agents, on behalf of the Investors, execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary
or appropriate, in accordance with the terms of this Agreement; 
 (ii)    upon the request of the
Administrative Agent at the direction of any Purchaser Agent, after the occurrence and during the continuance of a Liquidation Event, mark conspicuously each Contract evidencing each Pool Receivable with a legend, acceptable to the Agents,
evidencing that the Asset Interest has been sold in accordance with this Agreement; and 
 (iii)    mark
its master data processing records evidencing the Pool Receivables and related Contracts with a legend, acceptable to the Agents, evidencing that the Asset Interest has been sold in accordance with this Agreement. 

(b)    Additional Financing Statements; Performance by Administrative Agent. Each Seller Party hereby authorizes
the Administrative Agent, on behalf of the Secured Parties, or its designee, to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related
Assets now existing or hereafter arising in the name of any Seller Party, which financing statements filed against the Seller may describe the collateral covered thereby as “all assets of the Seller,” “all personal property of the
Seller” or words of similar effect. If any Seller Party fails to perform any of its agreements or obligations under this Agreement, the Administrative Agent or its designee may (but shall not be required to) itself perform, or cause performance
of, such agreement or obligation, and the reasonable expenses of the Administrative Agent or its designee incurred in connection therewith shall be payable by the Seller Parties as provided in Section 14.5. 

(c)    Continuation Statements; Opinion. Without limiting the generality of
subsection (a), the Seller will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statements referred to in


  
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Section 5.1(a) or any other financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, if the Final Payout Date shall not have
occurred: 
 (i)    if necessary, deliver and file or cause to be filed an appropriate continuation
statement with respect to such financing statement; and 
 (ii)    deliver or cause to be delivered to
each Agent an opinion of the counsel for the Seller Parties (which may be an opinion of in-house counsel for the Seller Parties), in form and substance reasonably satisfactory to each Agent, confirming and
updating the opinion delivered pursuant to Section 5.1(a) to the effect that the Asset Interest hereunder continues to be a valid and perfected ownership or security interest, subject to no other Liens of record except as
provided herein or otherwise permitted hereunder. 
 Section 8.8    Application of Collections. 

Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Seller shall, except as otherwise specified by such
Obligor or required by the underlying Contract or law, be applied, first, as a Collection of any Pool Receivable or Receivables then outstanding of such Obligor in the order of the age of such Pool Receivables, starting with the oldest of such Pool
Receivables and, second, to any other indebtedness of such Obligor. 
 Article IX. 

Security Interest 

Section 9.1    Grant of Security Interest. 

To secure all obligations of the Seller arising in connection with this Agreement and each other Transaction Document, whether now or hereafter
existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Indemnified Amounts, payments on account of Collections received or deemed to be received and fees, the Seller hereby assigns and
pledges to the Administrative Agent, as agent for and for the benefit of the Secured Parties and their respective successors and assigns, and hereby grants to the Administrative Agent, as agent for and for the benefit of the Secured Parties, a
security interest in, all of the Seller’s right, title and interest now or hereafter existing in, to and under all assets of the Seller, including, without limitation, (a) all the Pool Receivables and Related Assets (and including
specifically any undivided percentage ownership interest therein retained by the Seller hereunder), (b) the Sale Agreement and the other Transaction Documents, including, without limitation, (i) all rights of the Seller to receive moneys
due or to become due under or pursuant to the Sale Agreement or the Assurance Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to
the Sale Agreement or the Assurance Agreement, (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Sale Agreement or the Assurance Agreement, (iv) claims of the Seller
for damages arising out of or for breach of or default under the Sale Agreement or the Assurance Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (c) each lockbox related to a
Lockbox Account, each Lockbox Account and the funds deposited therein, and (d) all proceeds of any of the foregoing (collectively, the “Collateral”). 

  
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 Section 9.2    Further Assurances. 

The provisions of Section 8.7 shall apply to the security interest granted under
Section 9.1 as well as to the Purchases, Reinvestments and all the Asset Interests hereunder. 

Section 9.3    Remedies. 

Upon the occurrence of a Liquidation Event, the Administrative Agent, on behalf of the Secured Parties shall have, with respect to the
Collateral granted pursuant to Section 9.1, and in addition to all other rights and remedies available to any Investor or Agent under this Agreement and the other Transaction Documents or other applicable law, all the
rights and remedies of a secured party upon default under the UCC. 
 Article X. 

Liquidation Events 

Section 10.1    Liquidation Events. 

The following events shall be “Liquidation Events” hereunder: 

(a)    The Master Servicer (if any Seller Party or Affiliate thereof is the Master Servicer) or the Seller (in the case of
clause (ii) below) (i) shall fail to perform or observe any term, covenant or agreement that is an obligation of the Master Servicer hereunder (other than as referred to in clause (ii) or (iii) below
or in other paragraphs of this Section 10.1), and such failure shall remain unremedied for fifteen (15) days after written notice thereof shall have been given by the Administrative Agent to the Master Servicer or the
Master Servicer shall have otherwise become aware, or (ii) shall fail to make any payment or deposit to be made by it hereunder when due which failure shall continue for one (1) Business Day, if such payment or deposit is in connection
with the reduction of the Invested Amount or for two (2) Business Days for any other payment, or (iii) shall fail to deliver any Information Package or Interim Information Package when due and such failure shall remain unremedied for two
(2) Business Days after the earliest to occur of (A) written notice thereof shall have been given by any Agent to the Master Servicer or (B) the Master Servicer shall have otherwise become aware of such failure; or 

(b)    Any representation or warranty made or deemed to be made by any Seller Party, any Originator or Lennox
International (or any of its officers) under this Agreement or any other Transaction Document or any Information Package, Interim Information Package or other information or report delivered pursuant hereto shall prove to have been false or
incorrect in any material respect when made provided, however, that in the case of any representation, warranty or information that was not made or provided in writing, a Liquidation Event shall occur hereunder only if such
representation, warranty or information was reasonably relied upon by any Agent and/or any Investor; or 

  
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 (c)    Any Seller Party or any Originator shall fail to perform or observe
(i) any other term, covenant or agreement contained in this Agreement (other than as referred to in clause (ii) below) or any of the other Transaction Documents on its part to be performed or observed and any such failure shall
remain unremedied for fifteen (15) days (or with respect to Section 7.1(c) hereof, five (5) days) after written notice thereof shall have been given by any Agent to any Seller Party or such Seller Party shall have
otherwise become aware or (ii) any covenant applicable to such Person contained in Section 7.3 hereof or Section 6.3 of the Sale Agreement; or 

(d)    Any Seller Party, any Originator or Lennox International shall (A) fail to pay any principal or interest,
regardless of amount, due in respect of any Indebtedness (including, without limitation, any such Indebtedness relating to the purchase of receivables or under any asset securitization agreement or arrangement) when the aggregate unpaid principal
amount is in excess of in the case of the Seller, $25,000, or in the case of Lennox International, any Originator or the Master Servicer $75,000,000 when and as the same shall become due and payable (after expiration of any applicable grace period)
or (B) fail to observe or perform any other term, covenant, condition or agreement (after expiration of any applicable grace period) contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any
failure referred to in this clause (B) is to cause such Indebtedness to become due prior to its stated maturity; or 

(e)    An Event of Bankruptcy shall have occurred and remain continuing with respect to Lennox International, any
Originator or any Seller Party; or 
 (f)    The Seller shall become an “investment company” within the
meaning of the Investment Company Act of 1940; or 
 (g)    The rolling 3 month average Dilution Ratio at any Cut-Off Date exceeds 12.00%; or 
 (h)    The rolling 3 month average Default Ratio at
any Cut-Off Date exceeds 3.00%; or 
 (i)    The rolling 3 month average
Delinquency Ratio at any Cut-Off Date exceeds 4.50%; or 
 (j)    On any
Settlement Date, after giving effect to the payments made under Section 3.1(c), (i) the Asset Interest exceeds 100%, (ii) the Invested Amount exceeds the Purchase Limit in effect at such time; or (iii) the
Purchaser Group Invested Amount of any Purchaser Group exceeds such Purchaser Group’s Purchaser Group Limit in effect at such time, and, in the case of any failure to make a timely payment or deposit with respect thereto solely by reason of any
mechanical delay in or malfunction of the Fedwire system or due to an error on the part of the initiating or receiving bank such failure shall continue for more than one (1) Business Day; or 

(k)    There shall have occurred any event which materially adversely impairs the ability of the Originators to originate
Receivables of a credit quality which are at least of the credit quality of the Receivables included in the first Purchase hereunder, or any other event occurs that is reasonably likely to have a Material Adverse Effect; or 

  
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 (l)    Any Seller Party, Originator or Lennox International is subject to a
Change in Control; or 
 (m)    The Internal Revenue Service shall file notice of a lien pursuant to Section 6323
of the Code with regard to any of the Receivables or Related Assets and such lien shall not have been released within seven (7) days, or the Pension Benefit Guaranty Corporation shall, or shall indicate its intention to, file notice of a lien
pursuant to Section 4068 of the Employee Retirement Income Security Act of 1974 with regard to any of the Receivables or Related Assets; or 

(n)    Any Seller Party or any Originator shall make any material change in the policies as to origination of Receivables
or in its Credit and Collection Policy without prior written notice to and consent of the Agents; or 
 (o)    The
Administrative Agent for the benefit of the Secured Parties, for any reason, does not have a valid, perfected first priority undivided percentage ownership interest in the Pool Receivables and the Related Assets; or the security interest created
pursuant to Section 9.1 shall for any reason cease to be a valid and perfected first priority security interest in the Collateral; or 

(p)    A final judgment or judgments shall be rendered against Lennox International, the Master Servicer, the Seller, any
Originator or any combination thereof for the payment of money with respect to which an aggregate amount in excess of $25,000 with respect to the Seller and $75,000,000 with respect to Lennox International, any Originator or the Master Servicer is
not covered by insurance and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties
of Lennox International, the Master Servicer, any Originator or the Seller to enforce any such judgment; or 
 (q)    A
Reportable Event or Reportable Events, or a failure to make a required installment or other payment (within the meaning of Section 412(n)(1) of the Code), shall have occurred with respect to any Plan or Plans that reasonably could be expected
to result in liability of any Master Servicer or any ERISA Affiliate to the Pension Benefit Guaranty Corporation (“PBGC”) or to a Plan in an aggregate amount exceeding $5,000,000 and, within 30 days after the reporting of any
such Reportable Event to the Agents, the Administrative Agent shall have notified the Master Servicer in writing that (i) it or any other Agent has made a determination that, on the basis of such Reportable Event or Reportable Events or the
failure to make a required payment, there are reasonable grounds (A) for the termination of such Plan or Plans by the PBGC, (B) for the appointment by the appropriate United States District Court of a trustee to administer such Plan or
Plans or (C) for the imposition of a lien in favor of a Plan and (ii) as a result thereof a Liquidation Event exists hereunder; or a trustee shall be appointed by a United States District Court to administer any such Plan or Plans; or the
PBGC shall institute proceedings to terminate any Plan or Plans; 
 (r)    The occurrence of a Servicer Default; 

(s)    The Seller’s Net Worth shall be less than the Threshold Amount; 

  
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 (t)    the Sale Agreement or the Assurance Agreement shall cease for any
reason to be in full force and effect; or 
 (u)    An Event of Default (as defined in the Credit Agreement) shall have
occurred, regardless of whether such Event of Default has been waived by the parties to the Credit Agreement. 

Section 10.2    Remedies. 

(a)    Optional Liquidation. Upon the occurrence of a Liquidation Event (other than a Liquidation Event described in
subsection (e) of Section 10.1), the Administrative Agent shall, at the request, or may with the consent, of any Purchaser Agent, by notice to the Seller declare the Funding Termination Date to
have occurred and the Liquidation Period to have commenced. 
 (b)    Automatic Liquidation. Upon the occurrence
of a Liquidation Event described in subsection (e) of Section 10.1, the Funding Termination Date shall occur and the Liquidation Period shall commence automatically. 

(c)    Additional Remedies. Upon the occurrence of the Termination Date, no Purchases or Reinvestments thereafter
will be made, and the Administrative Agent, on behalf of the Secured Parties, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable
jurisdiction and other applicable laws, which rights shall be cumulative. 
 Article XI. 

The Administrative Agent 

Section 11.1    Administrative Agent Authorization and Action. 

Each Investor and Purchaser Agent hereby appoints and authorizes the Administrative Agent (or its designees) to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this
Agreement or the other Transaction Documents (including, without limitation, enforcement of this Agreement or the other Transaction Documents), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of any Purchaser Agent and such instructions shall be binding upon all Investors; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the other Transaction Documents or applicable law. 

Section 11.2    Administrative Agent’s Reliance, Etc. 

The Administrative Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it
or them in good faith under or in connection with the Transaction Documents (including, without limitation, the servicing, 

  
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administering or collecting Pool Receivables as Master Servicer pursuant to Section 8.1), except for its or their own breach of the applicable terms of the Transaction
Documents or its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult with legal counsel (including counsel for the Seller), independent certified
public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or
representation to the Investors or any other holder of any interest in Pool Receivables and shall not be responsible to the Investors or any such other holder for any statements, warranties or representations made by any Seller Party in or in
connection with any Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Seller Party or to
inspect the property (including the books and records) of any Seller Party; (d) shall not be responsible to the Investors or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Transaction Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone where permitted herein), consent, certificate or
other instrument or writing (which may be by facsimile) in good faith believed by it to be genuine and signed or sent by the proper party or parties. 

Section 11.3    BTMU and Affiliates. 

BTMU and any of its Affiliates may generally engage in any kind of business with Seller, Master Servicer, any Originator or any Obligor, any of
their respective Affiliates and any Person who may do business with or own securities of Seller, Master Servicer, Originator or any Obligor or any of their respective Affiliates, all as if BTMU were not the Administrative Agent and without any duty
to account therefor to any Investor or any other holder of an interest in Pool Receivables. 

Section 11.4    Liquidity Bank’s Purchase Decision. 

Each Liquidity Bank acknowledges that it has, independently and without reliance upon any Agent, any of its Affiliates or any other Liquidity
Bank and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement. Each Liquidity Bank also acknowledges that it will, independently and without reliance upon any Agent,
any of its Affiliates or any other Liquidity Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement. 

Section 11.5    Indemnification of Agent. 

Each Liquidity Bank agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Seller or the Master Servicer), ratably
according to its Percentage of the Pro Rata Share of its Purchaser Group, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or the other Transaction 

  
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Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Transaction Documents, provided that no Liquidity Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s breach of the applicable terms of the Transaction Documents or its own
gross negligence or willful misconduct. 
 Section 11.6    Purchaser Agent Authorization and Action.

 Pursuant to agreements entered into with the BTMU Purchaser Agent, the BTMU Purchaser has appointed and authorized the BTMU Purchaser
Agent (or its designees), to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the BTMU Purchaser Agent by the terms hereof, together with such powers as are reasonably incidental thereto.

 Section 11.7    Purchaser Agent’s Reliance, Etc. 

(a)    Each Purchaser Agent and its directors, officers, agents or employees shall not be liable for any action taken or
omitted to be taken by it or them in good faith under or in connection with the Transaction Documents (including, without limitation, the servicing, administering or collecting Pool Receivables as Master Servicer pursuant to
Section 8.1), except for its or their own breach of the applicable terms of the Transaction Documents or its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, each
Purchaser Agent: (a) may consult with legal counsel (including counsel for the Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Investor or any other holder of any portion of its respective Purchaser Group’s interest in Pool Receivables and
shall not be responsible to any Investor or any such other holder for any statements, warranties or representations made by any Seller Party in or in connection with any Transaction Document; (c) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of any Seller Party or to inspect the property (including the books and records) of any Seller Party; (d) shall not
be responsible to any Investor or any other holder of any of the its respective Purchaser Group’s interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Transaction
Document; and (e) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone where permitted herein), consent, certificate or other instrument or writing (which may be by facsimile)
in good faith believed by it to be genuine and signed or sent by the proper party or parties. 

  
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 Article XII. 

Assignments 

Section 12.1    Restrictions on Assignments. 

(a)    No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior
written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties).

 (b)    This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset
Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the
Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee
or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee
or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. 

(c)    Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its
rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying,
percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no
event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute
and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity
Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. 

(d)    Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may
at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity
Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity
Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of
its rights in the Transaction 

  
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Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related
Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an
“assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement. 

Section 12.2    Rights of Assignee. 

(a)    Upon the execution and delivery and effectiveness of an Assignment and Acceptance Agreement, (x) the assignee
Liquidity Bank thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Liquidity Bank
hereunder and (y) the assigning Liquidity Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such
obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Liquidity Bank’s rights and obligations under this Agreement, such Liquidity Bank shall cease to
be a party hereto). 
 (b)    Upon the assignment by a Purchaser in accordance with this
Article XII, the assignee receiving such assignment shall have all of the rights of the related Purchaser with respect to the Transaction Documents and the Asset Interest (or such portion thereof as has been assigned) and
the assigning Purchaser shall, to the extent that rights and obligations hereunder have been assigned by it, relinquish such rights and be released from such obligations under this Agreement. 

Section 12.3    Terms and Evidence of Assignment. 

Any assignment of the Asset Interest (or any portion thereof) or any commitment hereunder to any Person which is otherwise permitted under this
Article XII shall be upon such terms and conditions as the related assignor and the assignee may mutually agree, and may be evidenced by such instrument(s) or document(s) as may be satisfactory to the assignor, the related
Purchaser Agent, the Administrative Agent and the assignee, which shall include, with respect to any assignment by a Liquidity Bank, an Assignment and Acceptance Agreement. 

Section 12.4    Rights of Liquidity Banks. 

The Seller hereby agrees that, upon notice to the Seller, the Liquidity Banks may exercise all the rights of the Purchaser Agent and Purchaser
in such Liquidity Bank’s Purchaser Group, with respect to the portion of the Asset Interest funded by such Purchaser Group (or any portions thereof), and Collections with respect thereto, which are owned by such Purchaser, and all other rights
and interests of such Purchaser in, to or under this Agreement or any other Transaction Document. Without limiting the foregoing, upon such notice or at any time thereafter (but subject to any conditions applicable to the exercise of such rights by
the Agents), the Liquidity Banks may request the Master Servicer to segregate such Purchaser’s allocable shares of Collections from the Seller’s allocable share, may require the Administrative Agent to give a


  
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Successor Notice pursuant to and in accordance with Section 8.1(b), may require the Administrative Agent to give notice to the Lockbox Banks as referred to in
Section 8.5(b) and may direct the Administrative Agent to direct the Obligors of Pool Receivables to make payments in respect thereof directly to an account designated by them, in each case, to the same extent as such
Purchaser Agent might have done. 
 Article XIII. 

Indemnification 

Section 13.1    Indemnities by the Seller. 

(a)    General Indemnity. Without limiting any other rights which any such Person may have hereunder or under
applicable law, the Seller hereby agrees to indemnify BTMU, both individually and as the Administrative Agent and the BTMU Purchaser Agent, the WFB Purchaser Agent, the Purchasers, the Liquidity Banks, the Liquidity Agents, each of their respective
Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, and employees of any of the foregoing, and any successor servicer and subservicer not affiliated with Lennox (each
an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being
collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Asset Interest or in respect of any
Receivable or any Contract, excluding, however, (x) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party or
(y) recourse (except as otherwise specifically provided in this Agreement) for Defaulted Receivables; the Seller further agrees to indemnify any agent (which is not otherwise an Indemnified Party) of any of BTMU, WFB, the Agents, the
Purchasers, the Liquidity Banks, and the Liquidity Agents forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or caused by the gross negligence or willful misconduct of the
Seller. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: 

(i)    the transfer by any Seller Party of any interest in any Receivable other than the transfer of
Receivables and related property by the Originators to the Seller pursuant to the Sale Agreement, the transfer of an Asset Interest to the Investors pursuant to this Agreement and the grant of a security interest to the Secured Parties pursuant to
Section 9.1; 
 (ii)    any representation or warranty made by the Seller in
the last sentence of Section 6.1(p) shall have been false, incorrect or misleading in any respect when made or deemed made, or any other representation or warranty made in writing by any Seller Party (or any of its
officers) under or in connection with any Transaction Document, any Information Package, Interim Information Package or any other information or report delivered by or on behalf of any Seller Party pursuant hereto, which shall have been false,
incorrect or misleading in any material respect when made or deemed made or delivered, 

  
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as the case may be; provided, however, that in the case of any representation, warranty or information that was not made or delivered in writing, indemnification shall be available
to an Indemnified Party hereunder only if such representation, warranty or information was reasonably relied upon by such Indemnified Party; 

(iii)    the failure by any Seller Party to comply with any applicable law, rule or regulation with respect
to any Pool Receivable or the related Contract, or the nonconformity of any Pool Receivable or the related Contract with any such applicable law, rule or regulation or the failure of the Seller to perform its duties or obligations in accordance with
the provisions hereof or to perform its duties or obligations under the Contracts; 
 (iv)    the failure
to vest and maintain vested in (A) the Investors an undivided percentage ownership interest, to the extent of the Asset Interest, in the Receivables in, or purporting to be in, the Receivables Pool, or (B) the Secured Parties a security
interest in the Collateral, in each case free and clear of any Lien, other than a Lien arising solely as a result of an act of any Investor or the Administrative Agent, whether existing at the time of any Purchase or Reinvestment of such Asset
Interest or at any time thereafter; 
 (v)    the failure to file, or any delay in filing, financing
statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool, whether at the time of any Purchase or
Reinvestment or at any time thereafter; 
 (vi)    any dispute, claim, offset or defense (other than
discharge in bankruptcy) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivables or the related Contract not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or
services; 
 (vii)    any matter described in clause (i) or (ii) of
Section 3.2(a); 
 (viii)    any failure of any Seller Party, as the Master
Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of Article III or Article VIII; 

(ix)    any product liability claim arising out of or in connection with merchandise or services that are
the subject of any Pool Receivable; 
 (x)    any claim of breach by any Seller Party of any related
Contract with respect to any Pool Receivable; 
 (xi)    any Tax or Other Taxes, all interest and
penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same,
which may arise by reason of the purchase or ownership of any Asset Interest, or any other interest in the Pool Receivables or in any goods which secure any such Pool Receivables; or 

  
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 (xii)    the commingling of Collections of Pool Receivables
at any time with other funds. 
 (b)    Contest of Tax Claim; After-Tax
Basis. If any Indemnified Party shall have written notice of any attempt to impose or collect any Tax or Other Taxes for which indemnification will be sought from Seller under Section 13.1(a)(xi), such Indemnified Party
shall give prompt and timely notice of such attempt to the Seller. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment
of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, deduction or refund on the amount of tax
measured by net income or profit which is or was payable by the Indemnified Party. 
 (c)    Contribution. If for
any reason the indemnification provided above in this Section 13.1 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the
Seller shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on
the one hand and the Seller on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. 

Section 13.2    Indemnities by Master Servicer. 

Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Master Servicer hereby agrees to
indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) the Master Servicer’s performance of, or failure
to perform, any of its obligations under or in connection with any Transaction Document, or (ii) any representation or warranty made by the Master Servicer in the last sentence of Section 6.1(p) shall have been false,
incorrect or misleading in any respect when made or deemed made, or (iii) any other representation or warranty made by the Master Servicer (or any of its officers) under or in connection with any Transaction Document, any Information Package,
Interim Information Package or any other information or report delivered by or on behalf of the Master Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be,
or (iv) the failure of the Master Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or (v) the commingling of Collections of Pool Receivables at any time with other
funds, or (vi) any claim brought by any Person (other than an Indemnified Party) arising from any activity by the Master Servicer or its subservicers in servicing, administering or collecting any Pool Receivable; provided,
however, that in the case of any representation, warranty or information that was not made or delivered in writing, indemnification shall be available to an Indemnified Party hereunder only if such representation, warranty or information was
reasonably relied upon by such Indemnified Party. 

  
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Notwithstanding the foregoing, in no event shall any Indemnified Party be awarded any Indemnified Amounts (a) to the extent determined by a court of competent jurisdiction to have resulted
from gross negligence or willful misconduct on the part of such Indemnified Party or (b) recourse for Defaulted Receivables. The Master Servicer further agrees to indemnify any agent (which is not otherwise an Indemnified Party) of any of BTMU,
WFB, the Agents, the Purchasers, the Liquidity Banks, and the Liquidity Agents forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or caused by the gross negligence or
willful misconduct of the Master Servicer. 
 If for any reason the indemnification provided above in this
Section 13.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Master Servicer shall contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Master Servicer on the
other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. 
 Article XIV.

 Miscellaneous 

Section 14.1    Amendments, Etc. 

No amendment or waiver of any provision of this Agreement nor consent to any departure by any Seller Party therefrom shall in any event be
effective unless the same shall be in writing and signed by (a) each Seller Party, the Agents and the Investors party hereto (with respect to an amendment), or (b) the Agents and the Investors party hereto (with respect to a waiver or
consent by them) or any Seller Party (with respect to a waiver or consent by it), as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The parties
acknowledge that, before entering into such an amendment or granting such a waiver or consent, any Purchaser may also be required to obtain the approval of some or all of the Liquidity Banks in such Purchaser’s Purchaser Group or to obtain
confirmation from certain rating agencies that such amendment, waiver or consent will not result in a withdrawal or reduction of the ratings of the Commercial Paper Notes (to the extent that any Purchaser is required to obtain any confirmation from
any rating agency, such confirmation shall be in writing with respect to any material amendment, modification, waiver or consent). 

Section 14.2    Notices, Etc. 

All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile
communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage prepaid, or by facsimile or e-mail, to the intended party at the address or facsimile number of
such party set forth on Schedule 14.2 or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be
effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, 

  
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when received, and (b) if transmitted by facsimile or e-mail, when sent, receipt confirmed by telephone or electronic means; provided,
however, that the financial statements required to be delivered by Sections 7.2(a), 7.2(b) and 7.2(d) shall be deemed delivered on the date such financial statements are deposited in the United States
mail with first class postage prepaid, addressed to the intended party at the address as set forth on Schedule 14.2 or at such other address as shall be designated by such party in a written notice to the other parties
hereto. 
 Section 14.3    No Waiver; Remedies. 

No failure on the part of the Administrative Agent, any Affected Party, any Indemnified Party, any Purchaser or any other holder of the Asset
Interest (or any portion thereof) to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, BTMU, individually and as an Agent, WFB, individually and as an Agent, and the Liquidity
Banks are each hereby authorized by Seller and Lennox (as Master Servicer and as an Originator) at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing by BTMU, WFB or such Liquidity Bank to or for the credit or the account of the Seller or Lennox against any and all of the obligations of the Seller or Lennox, now or
hereafter existing under this Agreement or any other Transaction Document, to any Agent, any Affected Party, any Indemnified Party or any Investor, or their respective successors and assigns. For avoidance of doubt, the right of setoff set forth in
this Section 14.3 does not permit setoff of deposits and indebtedness held or owing by one Person to or for the account of a second Person against amounts owing by any Person other than such second Person. 

Section 14.4    Binding Effect; Survival. 

This Agreement shall be binding upon and inure to the benefit of each Seller Party, the Agents, the Investors and their respective successors
and assigns, and the provisions of Section 4.2 and Article XIII shall inure to the benefit of the Affected Parties and the Indemnified Parties, respectively, and their respective successors and
assigns; provided, however, nothing in the foregoing shall be deemed to authorize any assignment not permitted by Section 12.1. This Agreement shall create and constitute the continuing obligations of the
parties hereto in accordance with its terms, and shall remain in full force and effect until the Final Payout Date. The rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to
Article VI and the indemnification and payment provisions of Article XIII and Sections 4.2, 14.5, 14.6, 14.7 14.11, 14.12 and
14.14 shall be continuing and shall survive any termination of this Agreement. 

  
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 Section 14.5    Costs, Expenses and Taxes. 

In addition to its obligations under Article XIII, the Seller Parties jointly and severally agree to pay on demand:

 (a)    all costs and expenses incurred by the Agents, any Liquidity Bank, any Investor and their respective
Affiliates in connection with: 
 (i)    the negotiation, preparation, execution and delivery of this
Agreement, the other Transaction Documents or a Liquidity Agreement, any amendment of or consent or waiver under any of the Transaction Documents which is requested or proposed by any Seller Party (whether or not consummated), or the enforcement by
any of the foregoing Persons of, or any actual or claimed breach of, this Agreement or any of the other Transaction Documents, including, without limitation, the reasonable fees and expenses of counsel to any of such Persons incurred in connection
with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents in connection with any of the foregoing, and 

(ii)    the administration (including periodic auditing as provided for herein) of this Agreement and the
other Transaction Documents, including, without limitation, all reasonable out-of-pocket expenses (including reasonable fees and expenses of independent accountants),
incurred in connection with any review of any Seller Party’s books and records either prior to the execution and delivery hereof or pursuant to Section 7.1(c), subject to the limitations set forth in such
Section 7.1(c); 
 (b)    all stamp and other taxes and fees payable or determined to be
payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents (and the Seller Parties, jointly and severally agree to indemnify each Indemnified Party against any liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes and fees) (“Other Taxes”); and 

(c)    all losses, costs and expenses incurred by the Investors or the Agents in connection with or as a result of any
failure to make a timely payment or deposit, including, without limitation, by reason of any mechanical delay in or malfunction of the Fedwire system or due to an error on the part of the initiating or receiving bank. 

Section 14.6    No Proceedings. 

The Master Servicer hereby agrees that it will not institute against the Seller, or join any Person in instituting against the Seller, and each
Seller Party, the Master Servicer, BTMU (individually, as Administrative Agent and as BTMU Purchaser Agent), WFB (individually and as WFB Purchaser Agent), each Liquidity Bank and each Purchaser, as to each other Purchaser, hereby agrees that it
will not institute against any Purchaser, or join any other Person in instituting against any Purchaser, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) so long as any Commercial
Paper Notes issued by such Purchaser shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Commercial Paper Notes shall have been outstanding. 

  
 59 








 Section 14.7    Confidentiality of Seller Information.

 (a)    Confidential Seller Information. Each party hereto (other than Seller Parties) acknowledges that
certain of the information provided to such party by or on behalf of the Seller Parties in connection with this Agreement and the transactions contemplated hereby is or may be confidential, and each such party severally agrees that, unless the
Master Servicer shall otherwise agree in writing, and except as provided in subsection (b), such party will not disclose to any other person or entity: 

(i)    any information regarding, or copies of, any nonpublic financial statements, reports, schedules and
other information furnished by any Seller Party to any Investor or any Agent (A) prior to the date hereof in connection with such party’s due diligence relating to the Seller Parties and the transactions contemplated hereby, or
(B) pursuant to this Agreement, including without limitation, Section 3.1, 5.1, 6.1(i), 7.1(c) or 7.2, or 

(ii)    any other information regarding any Seller Party which is designated by any Seller Party to such
party in writing as confidential 
 (the information referred to in clauses (i) and (ii) above, whether furnished by
any Seller Party or any attorney for or other representative thereof (each a “Seller Information Provider”), is collectively referred to as the “Seller Information”); provided, however,
Seller Information shall not include any information which is or becomes generally available to the general public or to such party on a nonconfidential basis from a source other than any Seller Information Provider, or which was known to such party
on a nonconfidential basis prior to its disclosure by any Seller Information Provider. 
 (b)    Disclosure.
Notwithstanding subsection (a), each party may disclose any Seller Information: 

(i)    to any of such party’s independent attorneys, consultants and auditors, and to any dealer or
placement agent for such Purchaser’s Commercial Paper Notes, who (A) in the good faith belief of such party, have a need to know such Seller Information, and (B) are informed by such party of the confidential nature of the Seller
Information and the terms of this Section 14.7 and has agreed, verbally or otherwise, to be bound by the provisions of this Section 14.7, 

(ii)    to any Liquidity Bank, any actual or potential assignees of, or participants in, any rights or
obligations of any Purchaser, any Liquidity Bank or the Purchaser Agent of such Purchaser’s or Liquidity Bank’s Purchaser Group under or in connection with this Agreement who has agreed to be bound by the provisions of this
Section 14.7, 
 (iii)    to any rating agency, 

(iv)    to any other party to this Agreement (and any independent attorneys, consultants and auditors of
such party), for the purposes contemplated hereby, 

  
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 (v)    as may be required by any municipal, state, federal or
other regulatory body having or claiming to have jurisdiction over such party, in order to comply with any law, order, regulation, regulatory request or ruling applicable to such party, 

(vi)    subject to subsection (c), in the event such party is legally compelled
(by interrogatories, requests for information or copies, subpoena, civil investigative demand or similar process) to disclose such Seller Information, or 

(vii)    in connection with the enforcement of this Agreement or any other Transaction Document. 

In addition, each Purchaser and each Agent may disclose on a “no name” basis to any actual or potential investor in or credit enhancer for such
Purchaser’s Commercial Paper Notes information regarding the nature of this Agreement, the basic terms hereof (including without limitation the amount and nature of such Purchaser’s commitment and Invested Amount with respect to the Asset
Interest funded by such Purchaser Group and any other credit enhancement provided by any Seller Party hereunder), the nature, amount and status of the Pool Receivables, and the current and/or historical ratios of losses to liquidations and/or
outstandings with respect to the Receivables Pool. 
 (c)    Legal Compulsion. In the event that any party hereto
(other than any Seller Party) or any of its representatives is requested or becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Seller
Information, such party will (or will cause its representative to): 
 (i)    provide the Master Servicer
with prompt written notice so that (A) the Master Servicer may seek a protective order or other appropriate remedy, or (B) the Master Servicer may, if it so chooses, agree that such party (or its representatives) may disclose such Seller
Information pursuant to such request or legal compulsion; and 
 (ii)    unless the Master Servicer
agrees that such Seller Information may be disclosed, make a timely objection to the request or compulsion to provide such Seller Information on the basis that such Seller Information is confidential and subject to the agreements contained in this
Section 14.7. 
 In the event such protective order or remedy is not obtained, or the Master Servicer agrees that such Seller
Information may be disclosed, such party will furnish only that portion of the Seller Information which (in such party’s good faith judgment) is legally required to be furnished and will exercise reasonable efforts to obtain reliable assurance
that confidential treatment will be afforded the Seller Information. 
 (d)    Notwithstanding anything herein to the
contrary, any party to this Agreement (and any employee, representative, or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax
structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws. 

  
 61 








 (e)    This Section 14.7 shall survive termination
of this Agreement. 
 Section 14.8    Captions and Cross References. 

The various captions (including, without limitation, the table of contents) in this Agreement are provided solely for convenience of reference
and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Appendix, Schedule or Exhibit are to such Section of or Appendix, Schedule or Exhibit to
this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause. 

Section 14.9    Integration. 

This Agreement and the other Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings. 

Section 14.10    Governing Law. 

THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

Section 14.11    Waiver Of Jury Trial. 

EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL NOT BE TRIED BEFORE A JURY. 

Section 14.12    Consent To Jurisdiction; Waiver Of Immunities. 

EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT: 

(a)    IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF
FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, AS APPROPRIATE, IN EITHER 

  
 62 








 
CASE SITTING IN NEW YORK COUNTY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING. 
 (b)    TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT. 
 Section 14.13    Execution in Counterparts.

 This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic mail
in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart of a signature page of this Agreement. 

Section 14.14    No Recourse Against Other Parties. 

The obligations of each Purchaser under this Agreement are solely the corporate obligations of such Purchaser. No recourse shall be had for the
payment of any amount owing by any Purchaser under this Agreement or for the payment by such Purchaser of any fee in respect hereof or any other obligation or claim of or against such Purchaser arising out of or based upon this Agreement, against
BTMU or against any employee, officer, director, incorporator or stockholder of such Purchaser. For purposes of this Section 14.14, the term “BTMU” shall mean and include The Bank of
Tokyo-Mitsubishi UFJ, Ltd., and all affiliates thereof and any employee, officer, director, incorporator, stockholder or beneficial owner of any of them; provided, however, for the purposes of
this paragraph, no Purchaser shall be considered to be an affiliate of its respective Purchaser Agent. Each of the Seller, the Master Servicer and the Agents agree that each Purchaser shall be liable for any claims that such party may have against
such Purchaser only to the extent such Purchaser has excess funds and to the extent such assets are insufficient to satisfy the obligations of such Purchaser hereunder, such Purchaser shall have no liability with respect to any amount of such
obligations remaining unpaid and such unpaid amount shall not constitute a claim against such Purchaser. Any and all claims against any Purchaser or any Purchaser Agent shall be subordinate to the claims of the holders of Commercial Paper Notes and
the related Liquidity Banks. 

  
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 Section 14.15    Severability of Provisions. 

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction, shall as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. 

Section 14.16    Amendment and Restatement. 

This Agreement constitutes an amendment and restatement in its entirety of the Prior RPA. Each party hereto acknowledges that the amendment and
restatement of the Prior RPA on the terms and conditions set forth herein shall not in any way affect any sales, transfers, assignments or security interest grants effected pursuant to the Prior RPA or any representations, warranties or covenants
made by any Seller Party with respect to such sales, transfers, assignments or security interest grants, any indemnities made by any Seller Party, or any rights or remedies of the Administrative Agent or the Investors with respect thereto. Each
Seller Party hereby confirms all sales, transfers, assignments and security interests effected pursuant to the Prior RPA. 
 [remainder of
page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written. 
  

			
	LPAC CORP.,
as Seller
		
	By:	 	
                     


	Name:	 	Rick Pelini
	Title:	 	President and Treasurer
	
	LENNOX INDUSTRIES INC.,
as Master Servicer
		
	By:	 	
                     


	Name:	 	Rick Pelini
	Title:	 	Vice President and Treasurer


 [additional signatures to follow] 

  
 [AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT] 








 
			
	VICTORY RECEIVABLES CORPORATION,
as a Purchaser
		
	By:	 	
                     


	Name:	 	
                     


	Title:	 	
                     


	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Administrative Agent and BTMU Purchaser Agent
		
	By:	 	
                     


	Name:	 	
                     


	Title:	 	
                     


	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Liquidity Bank
		
	By:	 	
                     


	Name:	 	
                     


	Title:	 	
                     


	
	Percentage: The fraction equal to 270/380 (expressed as a percentage)



  
 [AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
as WFB Purchaser Agent and as a Liquidity Bank
		
	By:	 	
                     


	Name:	 	
	Title:	 	
	
	Percentage: The fraction equal to 110/380 (expressed as a percentage)


 [end of signatures] 

  
 [AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT] 








 APPENDIX A 

DEFINITIONS 
 This is Appendix
A to the Amended and Restated Receivables Purchase Agreement dated as of November 18, 2011, among LPAC Corp., as the Seller, Lennox Industries, Inc., as the Master Servicer, Victory Receivables Corporation, as a Purchaser, BTMU, as the
Administrative Agent, the BTMU Purchaser Agent and a Liquidity Bank and WFB, as the WFB Purchaser Agent and a Liquidity Bank (as amended, supplemented or otherwise modified from time to time, this “Agreement”). Each reference
in this Appendix A to any Section, Appendix or Exhibit refers to such Section of or Appendix or Exhibit to this Agreement. 

(A)    Defined Terms. As used in this Agreement, unless the context requires a different meaning, the following
terms have the meanings indicated below: 
 A&R Sale Agreement: As defined in the Background. 

Adjusted Dilution Ratio: The 12-month rolling average of the Dilution Ratio. 

Administrative Agent: As defined in the preamble. 

Affected Party: Each Purchaser, each Liquidity Bank, any assignee or participant of any Purchaser or any Liquidity Bank, BTMU, any successor to BTMU,
as Administrative Agent or BTMU Purchaser Agent, WFB, any successor to WFB, as WFB Purchaser Agent, or any sub-agent of any Agent. 

Affiliate: With respect to any Person, any other Person controlling, controlled by, or under common control with, such Person. 

Affiliated Obligor: In relation to any Obligor, an Obligor that is an Affiliate of such Obligor. 

Agent: Any Purchaser Agent or the Administrative Agent. 

Allied: Allied Air Enterprises LLC (f/k/a Allied Air Enterprises Inc.), a Delaware limited liability company. 

Allocation Limit: As defined in Section 1.1. 

Anti-Corruption Laws: All laws, rules, and regulations of any jurisdiction applicable to the Seller Parties, the Originators or their respective
Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, and any applicable law or regulation implementing the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions. 
 Asset Interest: An undivided percentage ownership interest, determined
from time to time as provided in Section 1.4(b), in (i) all then outstanding Pool Receivables and (ii) all Related Assets. 

  
 A-1 








 Asset Tranche: At any time, a portion of the Asset Interest funded by any Purchaser Group selected by such
Purchaser Group’s Purchaser Agent pursuant to and subject to the terms of Section 2.1. 
 Assignment and Acceptance:
An assignment and acceptance agreement entered into by a Liquidity Bank, an Eligible Assignee, the Purchaser Agent of such Liquidity Bank’s Purchaser Group, and the Administrative Agent, pursuant to which such Eligible Assignee may become a
party to this Agreement, in substantially the form of Exhibit D hereto. 
 Assurance Agreement: The Assurance Agreement dated as of
November 25, 2009 made by Lennox International, as the same may be amended, restated, supplemented or modified from time to time in accordance with its terms. 

Bank Rate: For any day falling in a particular Yield Period with respect to any Asset Tranche means an interest rate per annum equal to
the sum of the BTMU LIBO Rate (Reserved) or the WFB LIBO Rate (Reserved), as applicable, for such day or such Yield Period (as applicable) plus the Bank Rate Spread; provided, that in the case of (A) any Yield Period with respect to
which any Purchaser or any Liquidity Bank shall have notified the Purchaser Agent of such Person’s Purchaser Group that (i) the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any
central bank or other Governmental Authority asserts that it is unlawful, for such Person to fund such Asset Tranche at the rate described above, or (ii) due to market conditions affecting the interbank eurodollar market, funds are not
reasonably available to such Person in such market in order to enable it to fund such Asset Tranche at the rate described above (and in the case of subclause (i) or (ii) above, such Person shall not have subsequently notified such
Purchaser Agent that such circumstances no longer exist), or (B) other than with respect to a Yield Period for the WFB Purchaser Group, any Yield Period as to which any Purchaser Agent does not receive notice or determine, by no later than
12:00 noon (New York, New York time) on the third Business Day preceding the first day of such Yield Period, that the related Asset Tranche will be funded by Liquidity Fundings, and not by the issuance of Commercial Paper Notes, in either case, the
“Bank Rate” shall mean an interest rate per annum equal to the Base Rate in effect from time to time during such Yield Period; it being understood that, in the case of paragraph (A) above, such rate shall only apply to
the Persons affected by the circumstances described in such paragraph (A). 
 Bank Rate Spread: As defined in the Fee Letter. 

Base Rate: For any day, the rate per annum equal to the sum of the Bank Rate Spread plus the higher as of such day of (i) the Prime
Rate, or (ii) the Federal Funds Rate most recently determined by Administrative Agent, plus 1.00%; provided that for purposes of calculating the Yield Reserve in accordance with the defined term thereof “Base Rate” shall be calculated
without including the Bank Rate Spread in such calculation. For purposes of determining the Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change. The Base Rate is not
necessarily intended to be the lowest rate of interest determined by BTMU in connection with extensions of credit. 
 Broken Funding Costs: Any loss
or expense of the type described in Section 4.3 incurred by any Purchaser. 

  
 A-2 








 BTMU CP Costs: For each day in any Yield Period with respect to any Asset Tranche funded by Commercial
Paper Notes, the sum of (a) discount or yield accrued (including, without limitation, any associated with financing the discount or interest component on the rollover of any Pooled Commercial Paper) on the BTMU Purchaser’s Pooled
Commercial Paper on such day issued to fund or maintain such Asset Tranche, as determined by the BTMU Purchaser Agent, plus (b) any and all accrued commissions in respect of the BTMU Purchaser’s placement agents and commercial paper
dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (c) other costs (including without limitation those associated with funding small or
odd-lot amounts) with respect to all receivable purchase, credit and other investment facilities which are funded by the applicable Pooled Commercial Paper for such day plus (d) on any day when any
Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing, 2% per annum (it being understood that the amounts described herein shall be determined by the BTMU Purchaser Agent, whose determination shall be
conclusive). 
 BTMU LIBO Rate: For any Yield Period the greater of (i) 0% and (ii) the rate per annum at which deposits in
Dollars are offered by the principal office of The Bank of Tokyo Mitsubishi UFJ, Ltd. in London, England to prime banks in the London interbank market at 11:00 a.m. London time two (2) Business Days before the commencement of such Yield Period
or, if no such rate is available, The Bank of Tokyo Mitsubishi UFJ, Ltd. shall determine such rate based on the rates it is offered on deposits of such duration in the London interbank market. 

BTMU LIBO Rate Reserve Percentage: With respect to any Investor for any Yield Period in respect of which Earned Discount is computed by reference to
the BTMU LIBO Rate, the reserve percentage applicable two Business Days before the first day of such Yield Period under regulations issued from time to time by the Federal Reserve Board (or if more than one such percentage shall be applicable, the
daily average of such percentages for those days in such Yield Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for such Investor with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as such term is defined in Regulation D) (or with respect to any other category of Liabilities that includes
deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Yield Period. 
 BTMU LIBO Rate
(Reserved): With respect to any Yield Period means a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable BTMU LIBO Rate for such Yield
Period by (ii) a percentage equal to 100% minus the BTMU LIBO Rate Reserve Percentage. 
 BTMU Liquidity Agreement: The liquidity asset purchase
agreement or other liquidity agreement entered into by any BTMU Liquidity Bank for the benefit of the BTMU Purchaser, to the extent relating to the sale or transfer of interests in the Asset Interest. 

BTMU Liquidity Bank: BTMU or any other Person providing liquidity or credit support to BTMU Purchaser under a BTMU Liquidity Agreement. 

BTMU Purchaser: As defined in the preamble. 

  
 A-3 








 BTMU Purchaser Account: Such account set forth in a separate letter by the BTMU Purchaser Agent to the
Seller and Master Servicer, or such other account as may be specified in writing from time to time by the BTMU Purchaser Agent to the Seller and Master Servicer. 

BTMU Purchaser Agent: As defined in the preamble. 

BTMU Purchaser Group: The BTMU Purchaser, the BTMU Liquidity Banks and the BTMU Purchaser Agent, together with their respective successors, assigns and
participants. 
 BTMU Purchaser Group Limit: With respect to any period, the corresponding amount for such period set forth below: 

 

					
	 Period
	  	BTMU Purchaser
Group Limit	 
	 Reporting Date in February until the date preceding the Reporting Date in March
	  	$	159,868,421.05	 
	 Reporting Date in March until the date preceding the Reporting Date in April
	  	$	159,868,421.05	 
	 Reporting Date in April until the date preceding the Reporting Date in May
	  	$	206,052,631.58	 
	 Reporting Date in May until the date preceding the Reporting Date in June
	  	$	206,052,631.58	 
	 Reporting Date in June until the date preceding the Reporting Date in July
	  	$	206,052,631.58	 
	 Reporting Date in July until the date preceding the Reporting Date in August
	  	$	270,000,000	 
	 Reporting Date in August until the date preceding the Reporting Date in September
	  	$	270,000,000	 
	 Reporting Date in September until the date preceding the Reporting Date in October
	  	$	270,000,000	 
	 Reporting Date in October until the date preceding the Reporting Date in November
	  	$	206,052,631.58	 
	 Reporting Date in November until the date preceding the Reporting Date in December
	  	$	206,052,631.58	 
	 Reporting Date in December until the date preceding the Reporting Date in January
	  	$	206,052,631.58	 
	 Reporting Date in January until the date preceding the Reporting Date in February
	  	$	159,868,421.05	 

 ; provided, however, that, each reference to a Reporting Date in the foregoing table shall be
determined without reference to the proviso contained in the definition of “Reporting Date”. 
 BTMU: As defined in the preamble. 

  
 A-4 








 Business Day: A day on which commercial banks in Atlanta, Chicago or New York City are not authorized or
required to be closed for business; provided, that, when used with respect to the Earned Discount Rate or associated Asset Tranche based on BTMU LIBO Rate or WFB LIBO Rate, “Business Day” means any Business Day on which banks are
open for domestic and international business (including dealings in Dollar deposits) in London, England. 
 Capital Lease: At any time, a lease with
respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP. 

Change in Control: 

(i)    in relation to Lennox International, the acquisition after the date hereof by any person or group of
persons (within the meaning of Section 13 or 14 of the Exchange Act), of beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange
Act) of issued and outstanding shares of the capital stock of such Person entitled (without regard to the occurrence of any contingency) to vote for the election of members of the board of directors of such Person and having a then present right to
exercise 50% or more of the voting power for the election of members of the board of directors of such Person attached to all such outstanding shares of capital stock of such Person, unless otherwise agreed in writing by the Agents; and 

(ii)    in relation to the Master Servicer, the Seller or any Originator, the failure of Lennox
International to own (directly or through wholly-owned Subsidiaries of Lennox International) 100% of the issued and outstanding shares of the capital stock (including all warrants, options, conversion rights, and other rights to purchase or convert
into such stock) of the Master Servicer, the Seller or such Originator, as applicable, on a fully diluted basis. 
 Code: The Internal Revenue Code
of 1986, as the same may be amended from time to time. 
 Collateral: As defined in Section 9.1. 

Collection Account: The segregated account that may be established and maintained in the name of the Seller with JPMorgan Chase Bank, N.A., or another
commercial bank reasonably approved by the Agents. 
 Collection Period: 

(i)    the period from the date of the initial Purchase to the last day of the calendar month in which such
date occurs; and 
 (ii)    thereafter, each period from the last day of the next preceding Collection
Period to the last day of the next following calendar month; 
 provided, however, that during any period during which Weekly Reports are
required to be delivered, the Collection Period related to each related Settlement Date shall be the related Weekly Reporting Period; provided, further, however, that the last Collection Period shall end on the Final Payout
Date. 

  
 A-5 








 Collections: With respect to any Receivable, (i) all funds which either are received by the
Seller, the Originators or the Master Servicer from or on behalf of the related Obligor in payment of any amounts owed (including, without limitation, purchase prices, finance charges, interest and all other charges) in respect of such Receivable,
or applied to such amounts owed by such Obligor (including, without limitation, cash proceeds of Related Security with respect to such Receivable, including, without limitation, insurance payments that the Seller, the Originator or the Master
Servicer applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or
indirectly liable for payment of such Receivable and available to be applied thereon), and (ii) all Deemed Collections; provided that, prior to such time as Lennox shall cease to be the Master Servicer, late payment charges, collection
fees, extension fees and any other similar fees or expenses billed to and collected from an Obligor shall be paid to the Master Servicer as additional compensation for the performance of its duties as Master Servicer hereunder. 

Commercial Paper Notes: The commercial paper promissory notes issued by any Purchaser in the commercial paper market. 

Contract: A contract between the Seller or the Originator and any Person, or an invoice sent or to be sent by the Seller or the Originator, pursuant to
or under which a Receivable shall arise or be created, or which evidences a Receivable. A ‘related Contract’ or similar reference means rights to payment, collection and enforcement, and other rights under a Contract to the extent directly
related to a Receivable in the Receivables Pool, but not any other rights under such Contract. 
 CP Accrual Period: Each Collection Period during
which any Asset Tranche is funded with Commercial Paper Notes. 
 CP Costs: The BTMU CP Costs. 

Credit Agreement: That certain Fourth Amended and Restated Revolving Credit Facility Agreement dated as of October 21, 2011 by and among Lennox
International Inc. as the borrower, certain financial institutions, as the lenders, and JPMorgan Chase Bank, National Association, as administrative agent for the lenders, as such agreement may be further amended, restated, substituted or replaced
from time to time. 
 Credit and Collection Policy: Collectively, those credit and collection policies and practices of the Originators and the
Master Servicer relating to Contracts and Receivables as in effect on the date of this Agreement in the form of Exhibit C hereto, as may hereafter be modified without violating Section 7.3(c), but subject to
compliance with applicable state regulations in effect from time to time. 
 Credit Event: The earliest of (i) an Event of Bankruptcy with
respect to Lennox International, (ii) an Event of Bankruptcy with respect to Lennox or (iii) any event described in subsection (d) of Section 10.1 hereof. 

  
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 Cut-Off Date: The last day of each fiscal month of the Master
Servicer. 
 Days Sales Outstanding or DSO: As of any day, an amount equal to the product of (i) 91 and (ii) a fraction the
numerator of which is the aggregate Unpaid Balance of Pool Receivables as of the most recent Cut-Off Date and the denominator of which is the aggregate dollar amount of Receivables generated by the Originators
during the three Collection Periods including and immediately preceding such Cut-Off Date. 
 Deemed
Collections: As defined in Section 3.2(a). 
 Default Horizon Ratio: As of any
Cut-Off Date, the ratio (expressed as a percentage) of (i) the aggregate sales of the Originators during the immediately preceding four (4) Collection Periods ending on such Cut-Off Date divided by (ii) the Net Pool Balance on such Cut-Off Date. 

Default Ratio: At any time, an amount (expressed as a percentage) equal to a fraction (i) the numerator of which is equal to the sum of the Unpaid
Balances of Receivables, during the immediately preceding Collection Period, as to which, without duplication, (A) any payment, or part thereof, remains unpaid for more than 150 days, but less than 181 days, from the original due date for such
payment or (B) any portion of the Unpaid Balance (including amounts related to an Event of Bankruptcy) or other payment due in respect thereof was (or should have been) written off and (ii) the denominator of which is the amount of sales
generated during the Collection Period six months prior to the immediately preceding Collection Period. 
 Defaulted Receivable: A Receivable as to
which, without duplication, (i) any payment, or part thereof, remains unpaid for more than 120 days from the original due date for such payment, (ii) any portion of the Unpaid Balance or other payment due in respect thereof was (or should
have been) written off prior to the 120th day following the original due date for such payment, or (iii) an Event of Bankruptcy shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning any Related
Security in respect thereof. 
 Delinquency Ratio: At any time, the ratio (expressed as a percentage) computed as of the Cut-Off Date for the most recently preceding Collection Period by dividing (i) the aggregate Unpaid Balance of all Pool Receivables that are Delinquent Receivables on such
Cut-Off Date by (ii) the aggregate Unpaid Balance of Pool Receivables on such Cut-Off Date. 

Delinquent Receivable: A Pool Receivable (i) that is not a Defaulted Receivable and (ii) as to which any payment, or part thereof, remains
unpaid for 61 days or more from the original due date for such payment. 
 Dilution: The amount of any reduction or cancellation of the Unpaid
Balance of a Pool Receivable as described in Section 3.2(a), but excluding any Specified Annual Rebate processed during the applicable Collection Period, if applicable. 

Dilution Horizon: For any day, the weighted average credit memo lag, in days, set forth in the most recent review conducted pursuant to the provisions
of Section 7.1(c). 
 Dilution Horizon Ratio: As of any date, the product (calculated as of the most recent Reporting Date)
of (a) the decimal equivalent of a fraction, the numerator of which is the aggregate dollar 

  
 A-7 








 
amount of all Receivables generated by the Originators during the most recent Collection Period and the denominator of which is the Net Pool Balance as of the most recent Cut-Off Date and (b) the decimal equivalent of a fraction the numerator of which is the then current Dilution Horizon and the denominator of which is 31. 

Dilution Ratio: As of any Cut-Off Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate dollar amount of Dilutions that occurred during the Collection Period ending on such date and the denominator of which is the aggregate dollar amount of all Receivables originated by the Originators during such Collection Period. 

Dilution Reserve: The product of (i) the sum of (A) the product of (x) 2 and (y) the Adjusted Dilution Ratio plus (B) the
Dilution Volatility Component and (ii) the Dilution Horizon Ratio. 
 Dilution Volatility Component: The product of (i) the positive
excess, if any, of (A) the highest three month rolling average Dilution Ratio over the past 12 months over (B) the Adjusted Dilution Ratio and (ii) a fraction, the numerator of which is the highest three month rolling average Dilution
Ratio over the past 12 months and the denominator of which is the Adjusted Dilution Ratio. 
 Dollars: Means dollars in lawful money of the United
States of America. 
 Downgraded Liquidity Bank: A Liquidity Bank with respect to which a Downgrading Event shall have occurred. 

Downgrading Event: With respect to any Person means the lowering of the rating with regard to the short-term securities of such Person to below (i) A-1 by Standard & Poor’s Ratings Group, or (ii) P-1 by Moody’s. 

Earned Discount: For each day during any Yield Period for any Asset Tranche funded with a Liquidity Funding by any Purchaser Group: 

IA x ER x ED + LF 

360 
 where: 

 

					
	IA	  	=	  	such Purchaser Group’s Purchaser Group Invested Amount in such Asset Tranche on such day during such Yield Period,
			
	ER	  	=	  	the applicable Earned Discount Rate for such Yield Period,
			
	ED	  	=	  	the actual number of days elapsed during such Yield Period, and
			
	LF	  	=	  	the Liquidation Fee, if any, during such Yield Period.

 Earned Discount Rate: For any Yield Period for any Asset Tranche funded by a Liquidity Funding, the Bank Rate for such
Asset Tranche and such Yield Period; 

  
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 provided, however, on any day when any Liquidation Event or an Unmatured
Liquidation Event shall have occurred and be continuing, the Earned Discount Rate for each Asset Tranche shall mean a rate per annum equal to the Base Rate plus 2% per annum. 

Eligible Assignee: (i) BTMU or any of its Affiliates, (ii) any Person managed by BTMU or any of its Affiliates, (iii) WFB or any of its
Affiliates, (iv) any Person managed by WFB or any of its Affiliates, or (v) any financial or other institution acceptable to the Administrative Agent, and approved by the Seller (which approval by the Seller shall not be unreasonably
withheld, delayed or conditioned and shall not be required if a Liquidation Event, Unmatured Liquidation Event or Credit Event has occurred and is continuing). 

Eligible Receivable: At any time, a Receivable: 

(i)    which is a Pool Receivable arising out of the sale by an Originator in the ordinary course of its
business that has been sold or contributed to the Seller pursuant to the Sale Agreement in a “true sale” transaction; 

(ii)    as to which the perfection of the Investors’ undivided percentage ownership interest therein
is governed by the laws of a jurisdiction where the UCC is in force, and which constitutes an “account” as defined in the UCC as in effect in such jurisdiction; 

(iii)    the Obligor of which is (A) a resident of the United States, or any of its possessions or
territories; provided, however, that a Receivable that is otherwise an “Eligible Receivable” but for this clause (iii)(A) shall be an Eligible Receivable if (a) the Obligor of such Receivable is domiciled in
Canada, or any of its provinces or territories, and the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables as to which the Obligors are residents of Canada, or any of its provinces or territories, classified
at such time as Eligible Receivables pursuant to this clause (a), would not exceed 5% of the aggregate Unpaid Balance of all Eligible Receivables at such time; and (b) the Unpaid Balance of such Receivable, when added to the Unpaid Balance of
all other Receivables as to which the Obligors are not residents of the United States or Canada, or any of its possessions, provinces or territories, classified at such time as Eligible Receivables pursuant to this clause (b), would not exceed 6% of
the aggregate Unpaid Balance of all Eligible Receivables at such time; provided, further, that at no time shall (x) a Receivable as to which the Obligor is domiciled in a non-OECD member
country, and that is otherwise classified at such time as an “Eligible Receivable”, be an Eligible Receivable if the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables as to which the Obligors are
domiciled in non-OECD member countries, and that are otherwise classified at such time as Eligible Receivables, would exceed 3% of the aggregate Unpaid Balance of all Eligible Receivables at such time, and
(y) any Receivable the Obligor of which is domiciled in Venezuela be classified as an Eligible Receivable, (B) not an Affiliate or employee of any Seller Party, and (C) not a Sanctioned Person nor organized or resident in a Sanctioned
Country; 
 (iv)    which is neither a Defaulted Receivable nor a Delinquent Receivable; 

  
 A-9 








 (v)    with regard to which the representations and
warranties of the Seller set forth in Section 6.1(l) are true and correct; 

(vi)    the sale of an undivided interest in which does not contravene or conflict with any law; 

(vii)    which is denominated and payable only in Dollars in the United States; 

(viii)    which arises under a Contract that has been duly authorized and that, together with such
Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable enforceable against such Obligor in accordance with its terms and is not subject to any dispute, offset, counterclaim
or defense whatsoever, provided, however, that if such dispute, offset, counterclaim or defense affects only a portion of the Unpaid Balance of such Receivable then such Receivable may be deemed an Eligible Receivable to the extent of
the portion of such Unpaid Balance which is not so affected; 
 (ix)    which, together with the Contract
related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit
reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract related thereto is in violation of any such law, rule or regulation in any material respect if such violation would
impair the collectibility of such Receivable; 
 (x)    which satisfies in all material respects all
applicable requirements of the applicable Originator’s Credit and Collection Policy; 

(xi)    which, according to the Contract related thereto, is due and payable within 120 days from the
invoice date of such Receivable; provided, however, that on any day when the Weighted Average Term shall exceed 45 days, such Receivable, pursuant to the Contract related thereto, shall be due and payable within 60 days from the
invoice date of such Receivable; provided, further that a Receivable that is otherwise an “Eligible Receivable” and is due and payable within 91-120 days from its invoice date shall not
be an Eligible Receivable, if the Unpaid Balance of such Receivable when added to the Unpaid Balance of all other Receivables that are due and payable within 91-120 days from their respective invoice dates,
would exceed 5% of the aggregate Unpaid Balance of all Receivables; 
 (xii)    the Obligor of which is
not the Obligor of any Defaulted Receivable which in the aggregate constitute 35% or more of the aggregate Unpaid Balance of all Receivables of such Obligor; 

(xiii)    the original term of which has not been extended and the Unpaid Balance of which has not been
adjusted more than one time; 
 (xiv)    the Obligor of which is not a Governmental Authority as to which
the assignment of receivables owing therefrom requires compliance with the Federal 

  
 A-10 








 
Assignment of Claims Act or other similar legislation (unless the Seller has complied therewith); provided, however, that a Receivable that is otherwise an “Eligible
Receivable” but for this clause (xiv) shall be an Eligible Receivable if the Unpaid Balance of such Receivable, when added to the Unpaid Balance of all other Receivables as to which the Obligors of which are Government Authorities
as to which the assignment of receivables owing therefrom requires compliance with the Federal Assignment of Claims Act or other similar legislation, classified at such time as Eligible Receivables pursuant to this proviso, would not exceed 5% of
the aggregate Unpaid Balance of all Eligible Receivables at such time; 
 (xv)    which is not classified
by the “Terms Description” of the related Originator’s Credit and Collection Policy or any other internal classification procedures utilized by such Originator as (A) “Authorizer,” (B) “Cash Application,”
(C) “Check in Progress,” (D) “COD-Certified Check,” (E) “COD-Company Check,” (F) “Consignment Shipment,”
(G) “Direct Pay,” (H) “Due Immediately,” (I) “Gratis,” (J) “Invoice to be Considered,” (K) “Paid in Advance,” (L) “Payroll Deduction,” (M) “Warrant
Gratis,” (N) “Warranty Parts,” or (O) any other classification now existing or hereinafter created that has the same or any similar definition as any of the foregoing; 

(xvi)    as to which the applicable Originator has satisfied and fully performed all obligations on its
part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor; and 

(xvii)    as to which any Purchaser Agent has not notified Seller that such Purchaser Agent has determined
that such Receivable or class of Receivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Contract that is not acceptable to such Purchaser Agent. 

ERISA: The U.S. Employee Retirement Income Security Act of 1974, as amended from time to time. 

ERISA Affiliate: Any trade or business (whether or not incorporated) that is a member of a group of which the Master Servicer or Lennox International
is a member and which is treated as a single employer under Section 414 of the Code. 
 Event of Bankruptcy: With respect to a Person if either:

 (i)    a case or other proceeding shall be commenced, without the application or consent of such
Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator
or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such
case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other
similar laws now or hereafter in effect; or 

  
 A-11 








 (ii)    such Person shall commence a voluntary case or other
proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its
inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing. 

Excess Concentration Amount: As of any date, the sum of the amounts by which the aggregate Unpaid Balance of Receivables of each Obligor exceeds the
Obligor Concentration Limit for such Obligor. 
 Exchange Act: The Securities Exchange Act of 1934, as amended. 

Federal Funds Rate: For any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is
not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by BTMU from three federal funds brokers of recognized standing selected by it. 

Federal Reserve Board: The Board of Governors of the Federal Reserve System, or any successor thereto or to the functions thereof. 

Fee Letter: The fee letter (including all amendments, modifications, restatements, replacements and addendums thereto) entered into from time to time by
the Seller and the members of each Purchaser Group. 
 Final Payout Date: The date following the Termination Date on which the Invested Amount shall
have been reduced to zero and all other amounts payable by the Seller under the Transaction Documents shall have been paid in full. 
 Funding
Termination Date: The earliest of the following: 
 (i)    November 13, 2019, or such later date as
may, from time to time, be agreed to in writing by the Agents; 
 (ii)    the date on which the Agents
declare a Funding Termination Date in a notice to the Seller in accordance with Section 10.2(a); or 

(iii)    in accordance with Section 10.2(b), the Funding Termination Date occurs
automatically. 

  
 A-12 








 GAAP: Generally accepted accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such accounting profession, which are applicable to
the circumstances as of the date of determination. 
 Governmental Authority: Any nation or government, any state or other political subdivision
thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court or arbitrator and any
accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic. 

Guaranty: With respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit
or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person: 
 (i)    to purchase such Indebtedness or obligation
or any property constituting security therefor; 
 (ii)    to advance or supply funds (A) for the
purchase or payment of such Indebtedness or obligation, or (B) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the
purchase of payment of such Indebtedness or obligation; 
 (iii)    to lease properties or to purchase
properties or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of any other Person to make payment of the Indebtedness or obligation; or 

(iv)    otherwise to assure the owner of such Indebtedness or obligation against loss in respect of
thereof. In any computation of the Indebtedness or other liabilities of the obligor under any Guaranty, the Indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor. 

Heatcraft: Heatcraft Technologies Inc., a Delaware corporation. 

Heatcraft Refrigeration: Heatcraft Refrigeration Products LLC, a Delaware limited liability company. 

Indebtedness: With respect to any Person shall mean, at any time, without duplication: 

(i)    its liabilities for borrowed money and its redemption obligations in respect of mandatorily
redeemable Preferred Stock; 
 (ii)    its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); 

  
 A-13 








 (iii)    all liabilities appearing on its balance sheet in
accordance with GAAP in respect of Capital Leases; 
 (iv)    all liabilities for borrowed money secured
by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); 

(v)    all its liabilities in respect of letters of credit or instruments serving a similar function issued
or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money, but excluding in any event obligations in respect of (A) trade or commercial letters of credit issued for the
account of such Person in the ordinary course of its business and (B) stand-by letters of credit issued to support obligations of such Person that are not of a type described in any of
clauses (i), (ii), (iii), (iv), (vi) or (vii) of this definition; 

(vi)    Swaps of such Person; and 

(vii)    any Guaranty of such Person with respect to liabilities of a type described in any of
clauses (i) through (vi) hereof. 
 Indebtedness of any Person shall include all obligations of such
Person of the character described in clauses (i) through (vii) above to the extent such Person remains legally liable in respect hereof notwithstanding that any such obligation is deemed to be extinguished under
GAAP. 
 Indemnified Amounts: As defined in Section 13.1. 

Indemnified Party: As defined in Section 13.1. 

Independent Director: A Person who is a director of the Seller and who is not at such time, and has not been at any time during the preceding five
(5) years: (i) a creditor, supplier, director, officer, employee, family member, manager, member, limited partner, partner or contractor of Lennox International, the Master Servicer, any Originator or any of their respective Subsidiaries
or Affiliates (other than in such Person’s role as a director of Seller), (ii) a direct or indirect or beneficial owner, excluding de minimus ownership interests, (at the time of such individual’s appointment as an Independent
Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of the Seller, Lennox International, the Master Servicer, any Originator, or any of their respective Subsidiaries or Affiliates,
having general voting rights, or (iii) a person who controls (whether directly, indirectly or otherwise) Lennox International, the Master Servicer, any Originator or any of their respective Subsidiaries or Affiliates (other than in such
Person’s role as a director of Seller) or any creditor, supplier, employee, officer, director, manager, member, limited partner, partner or contractor of Lennox International, the Master Servicer, any Originator or any of their respective
Subsidiaries or Affiliates (other than in such Person’s role as a director of Seller). Such Person shall be employed by a nationally recognized provider of corporate or structured finance services. 

  
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 Information Package: A report in the form of Exhibit 3.1(a) and, during any period during which a
Weekly Report is required to be delivered, each such Weekly Report, provided, however, that, if a Liquidation Event has occurred and is continuing, such Information Package shall be accompanied by an electronic file in a form
satisfactory to each Purchaser Agent. 
 Initial Sale Agreement: As defined in the Background. 

Initial Seller Note: As defined in the Sale Agreement. 

Interim Cut-Off Date: Such date as may be specified by any Agent in any request to provide an Interim
Information Package pursuant to Section 1.4(c). 
 Interim Information Package: As defined in
Section 1.4(c). 
 Interim Reporting Date: As defined in Section 1.4(c). 

Interim Reporting Period: Such period as may be specified by any Agent in any request to provide an Interim Information Package pursuant to
Section 1.4(c). 
 Interim Settlement Date: One Business Day following each Interim Reporting Date. 

Invested Amount: At any time with respect to the Asset Interest an amount equal to (i) the aggregate of the amounts theretofore paid to Seller for
Purchases pursuant to Sections 1.1 and 1.2, less (ii) the aggregate amount of Collections theretofore received and actually distributed to the Investors on account of such Invested Amount pursuant to
Section 1.3. 
 Investors: The Purchasers and the Liquidity Banks. 

Investors’ Share: With respect to any amount, at any time, the lesser of (i) the most recently calculated Asset Interest and (ii) 100%.

 Lennox: As defined in the Preamble. 

Lennox Hearth: Lennox Hearth Products LLC, a Delaware limited liability company. 

Lennox International: Lennox International Inc., a Delaware corporation. 

Lien: With respect to any Person, any mortgage, lien, pledge, charge, security interest, or other encumbrance, or any interest or title of any vendor,
lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder
agreements, voting trust agreements and all similar arrangements). 
 Liquidation Event: As defined in Section 10.1. 

  
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 Liquidation Fee: For each Asset Tranche (or portion thereof) funded through a Liquidity Funding, for each
day in any Yield Period (computed without regard to clause (iii) of the proviso of the definition of “Yield Period”), the amount, if any, by which: 

(i)    the additional Earned Discount (calculated without taking into account any Liquidation Fee) which
would have accrued on the reductions of the portion of the Invested Amount of the related Investor allocated to such Asset Tranche during such Yield Period (as so computed) if such reductions had not been made, exceeds 

(ii)    the income, if any, received by the related Investor from investing the proceeds of such reductions
of such Investor’s portion of the Invested Amount. 
 Liquidation Period: The period commencing on the earlier of (i) the Funding
Termination Date and (ii) the date on which a Liquidation Event has occurred or is continuing and the Administrative Agent, at the direction of any Agent, shall have notified Seller and the Master Servicer in writing, pursuant to
Section 10.2(a), that the Liquidation Period has commenced, and ending on the Final Payout Date; provided, however, upon the occurrence of a Liquidation Event described in
Section 10.1(e), the Liquidation Period shall commence automatically. 
 Liquidity Agent: With respect to the BTMU
Purchaser Group, BTMU, as liquidity agent for the Liquidity Banks under the BTMU Liquidity Agreement, or any successor to BTMU in such capacity. 

Liquidity Agreement: With respect to the BTMU Purchaser Group, the BTMU Liquidity Agreement. 

Liquidity Bank: With respect to the BTMU Purchaser Group, each BTMU Liquidity Bank and with respect to the WFB Purchaser Group, each WFB Liquidity Bank
(collectively, the Liquidity Banks). 
 Liquidity Funding: Either (i) a purchase made by any Liquidity Bank (or simultaneous purchases
made by the Liquidity Banks) from a Purchaser pursuant to any Liquidity Agreement or (ii) a Purchase made by a Liquidity Bank pursuant to Section 1.1. 

Lockbox Account: An account maintained for the purpose of receiving Collections at a bank or other financial institution which has executed a Lockbox
Agreement. 
 Lockbox Agreement: An agreement, in substantially the form of Exhibit A-1, among the
Master Servicer, the Administrative Agent, the Seller and any Lockbox Bank. 
 Lockbox Bank: Any of the banks holding one or more lockboxes or
Lockbox Accounts receiving Collections from Pool Receivables. 
 Loss Reserve: At any time, means the product of (1) 2.0 and (2) the highest
rolling three month average Default Ratio during the immediately preceding twelve (12) months and (3) the most recently calculated Default Horizon Ratio. 

Master Servicer: As defined in the preamble. 

  
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Material Adverse Effect: With respect to any event or circumstance, a material adverse effect on: 

(i)    (A) the assets, operations, business or financial condition of the Seller or (B) the
business, assets, operations or financial condition of Lennox International and its Subsidiaries, taken as a whole, which could reasonably be expected to have a material adverse effect on the creditworthiness of any Originator; 

(ii)    the ability of the Seller, the Master Servicer, any Originator or any Affiliate thereof to perform
in all material respects its obligations under this Agreement or any other Transaction Document; or 

(iii)    the validity or enforceability of this Agreement or any other Transaction Document, or the
validity, enforceability or collectibility of a material portion of the Receivables Pool; or 

(iv)    the status, existence, perfection, priority or enforceability of the Secured Parties’ and the
Administrative Agent’s interest in the Receivables Pool. 
 Material Indebtedness: Indebtedness, the aggregate principal amount of which is
greater than $75,000,000. 
 Michel: R. E. Michel Company, a Maryland corporation. 

Moody’s: Moody’s Investors Service, Inc. 

Net Pool Balance: On any date, an amount equal to (i) the aggregate Unpaid Balance of all Eligible Receivables in the Receivables Pool on such
date, minus (ii) the Excess Concentration Amount on such date, minus (iii) any Specified Annual Rebate processed during the Collection Period during which such date occurs, if applicable. 

Net Worth: With respect to the Seller on any date, an amount equal to the aggregate Unpaid Balance of all Pool Receivables minus the sum of
(i) the aggregate Unpaid Balance of all Defaulted Receivables on such day, (ii) if applicable, the aggregate principal amount outstanding of the Initial Seller Notes on such day, together with all accrued and unpaid interest thereon on
such day, and (iii) an amount equal to the Required Reserves plus the Invested Amount on such day. 
 Obligor: A Person obligated to make
payments with respect to a Receivable, including any guarantor thereof. 
 Obligor Concentration Limit: At any time, in relation to the aggregate
Unpaid Balance of Receivables owed by any single Obligor and its Affiliated Obligors (if any): 

(i)    for Obligors (other than Michel) who have a short term unsecured debt rating currently assigned to
them by either S&P or Moody’s, the applicable concentration limit shall be determined according to the following table (and, if such Obligor is rated by 

  
 A-17 








 
both S&P and Moody’s and has a split rating, the applicable rating will be the lower of the two): 
  

					
	 S&P Rating
	 	 Moody’s Rating
	 	 Allowable % of Eligible Receivables

	 A-1 or better
	 	P-1	 	10%
	 A-2
	 	P-2	 	6%
	 A-3
	 	P-3	 	3%

 If such Obligor is rated by only S&P, the applicable rating will be deemed to be one ratings tier below the
actual rating by S&P, and, if such Obligor is rated by only Moody’s, the applicable rating will be deemed to be one ratings tier below the actual rating by Moody’s, it being understood that if, for example, Moody’s has assigned a P-1 rating to such Obligor and S&P has not rated it, the applicable rating will be deemed to be P-2; 

(ii)    for Michel, 7.5% of the aggregate Unpaid Balance of Eligible Receivables at such time
provided, that such percentage may be decreased by the Administrative Agent in its sole discretion; and 
 (iii)
    for Obligors (other than Michel) who do not have a debt rating listed above or who are not rated, 2.5% of the aggregate Unpaid Balance of Eligible Receivables at such time; 

provided, however that at the Seller’s request and in the Agents’ sole discretion, the Agents may permit certain obligors to have an
Obligor Concentration Limit in excess of those described in clauses (i) and (iii) above (“Special Obligor”); provided, however, that any such Special Obligor designation
shall not take effect without the confirmation of approval to the Agents by each of Fitch Investors Service, Moody’s and S&P of such designation, if any Agent, in its sole discretion, determines that such confirmation of approval shall be
required. 
 OFAC: The Office of Foreign Assets Control of the U.S. Department of the Treasury. 

Originator: Each of Lennox and any other Person who is a seller under the Sale Agreement. 

Other Taxes: As defined in Section 14.5(b). 

Percentage: With respect to any Liquidity Bank, the percentage set forth as such Liquidity Bank’s Percentage on the signature page to this
Agreement or to the Assignment and Acceptance pursuant to which such Liquidity Bank became a party to this Agreement, in each case as such percentage may be reduced or increased by any Assignment and Acceptance entered into between such Liquidity
Bank and an Eligible Assignee. 
 Person: An individual, partnership, corporation (including a business trust), limited liability company, joint
stock company, trust, unincorporated association, joint venture, government or any agency or political subdivision thereof or any other entity. 

Plan: Any pension plan subject to the provisions of Title IV of ERISA or Section 412 of the Code which is maintained for employees of Lennox or
any ERISA Affiliate. 

  
 A-18 








 Pool Receivable: A Receivable in the Receivables Pool. 

Pooled Commercial Paper: Commercial Paper Notes issued by the BTMU Purchaser which are subject to any particular pooling arrangement, as determined by
the BTMU Purchaser Agent (it being recognized that there may be more than one distinct group of Pooled Commercial Paper at any time). 
 Preferred
Stock: Any class of capital stock of a corporation that is preferred over any other class of capital stock of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation. 

Prior RPA: As defined in the Background. 

Prime Rate: Refers to that fluctuating rate of interest per annum equal to the higher of the rate of interest most recently announced by
BTMU or its Affiliate Bank of Tokyo-Mitsubishi UFJ Trust Company, in New York, New York as its prime rate; the Prime Rate is not necessarily intended to be the lowest rate of interest determined by BTMU or Bank of Tokyo-Mitsubishi UFJ Trust Company
in connection with extensions of credit. 
 Program Fee: The aggregate “Program Fee” set forth in the Fee Letter. 

Pro Rata Share: At any time with respect to a Purchaser Group, (a) with respect to any payment to be made to such Purchaser Group, the percentage
equivalent of a fraction the numerator of which is equal to such Purchaser Group’s Purchaser Group Invested Amount at such time and the denominator of which is equal to the Invested Amount at such time and (b) with respect to any Purchase
to be made by such Purchaser Group, the percentage equivalent of a fraction, the numerator of which is equal to such Purchaser Group’s Purchaser Group Limit in effect at such time and the denominator of which is equal to the Purchase Limit in
effect at such time. 
 Purchase: As defined in Section 1.1. 

Purchase Limit: With respect to any period, the corresponding amount for such period set forth below: 

 

					
	 Period
	  	Purchase Limit	 
	 Reporting Date in February until the date preceding the Reporting Date in March
	  	$	225,000,000	 
	 Reporting Date in March until the date preceding the Reporting Date in April
	  	$	225,000,000	 
	 Reporting Date in April until the date preceding the Reporting Date in May
	  	$	290,000,000	 
	 Reporting Date in May until the date preceding the Reporting Date in June
	  	$	290,000,000	 
	 Reporting Date in June until the date preceding the Reporting Date in July
	  	$	290,000,000	 
	 Reporting Date in July until the date preceding the Reporting Date in August
	  	$	380,000,000	 
	 Reporting Date in August until the date preceding the Reporting Date in September
	  	$	380,000,000	 
	 Reporting Date in September until the date preceding the Reporting Date in October
	  	$	380,000,000	 
	 Reporting Date in October until the date preceding the Reporting Date in November
	  	$	290,000,000	 
	 Reporting Date in November until the date preceding the Reporting Date in December
	  	$	290,000,000	 
	 Reporting Date in December until the date preceding the Reporting Date in January
	  	$	290,000,000	 
	 Reporting Date in January until the date preceding the Reporting Date in February
	  	$	225,000,000	 


  
 A-19 








 ; provided, however, that, each reference to a Reporting Date in the foregoing
table shall be determined without reference to the proviso contained in the definition of “Reporting Date”. 
 Purchaser: The BTMU
Purchaser and any other person designated as a Purchaser hereunder from time to time (collectively, the Purchasers). 
 Purchaser Agent: With
respect to the BTMU Purchaser, the BTMU Purchaser Agent and with respect to itself, the WFB Purchaser Agent (collectively, the Purchaser Agents). 

Purchaser Agent Account: With respect to the BTMU Purchaser Agent, the BTMU Purchaser Account and with respect to the WFB Purchaser Agent, the WFB
Purchaser Account. 
 Purchaser Group: Each of the BTMU Purchaser Group and the WFB Purchaser Group (collectively, the Purchaser Groups). 

Purchaser Group Invested Amount: With respect to a Purchaser Group, the aggregate of the portions of the Invested Amount outstanding at such time that
were funded by such Purchaser Group. 
 Purchaser Group Limit: With respect to the BTMU Purchaser Group, the BTMU Purchaser Group Limit in effect at
such time and with respect to the WFB Purchaser Group, the WFB Purchaser Group Limit in effect at such time. 
 Purchaser Group’s Tranche
Investment: In relation to any Asset Tranche of any Purchaser Group, the amount of the Invested Amount allocated by the Purchaser Agent of such Purchaser Group to that Asset Tranche pursuant to Section 2.1,
provided, that at all times (i) the aggregate amounts allocated to all Asset Tranches of any Purchaser Group shall equal such Purchaser Group’s Invested Amount and (ii) the aggregate amounts allocated to all Asset Tranches of
all Purchaser Groups shall equal the Invested Amount. 
 Qualifying Liquidity Bank: A Liquidity Bank with a rating of its short-term securities equal
to or higher than (i) A-1 by Standard & Poor’s and (ii) P-1 by Moody’s. 

  
 A-20 








 Receivable: Any right to payment from a Person, whether constituting an account, chattel paper, instrument
or general intangible and includes the right to payment of any interest or finance charges and other amounts with respect thereto. 
 Receivables
Pool: At any time all then outstanding Receivables which have been sold or contributed as capital, or purported to have been sold or contributed as capital, by an Originator to the Seller, other than those reconveyed to an Originator pursuant to
Section 3.5 of the Sale Agreement. 
 Regulation D: Regulation D of the Federal Reserve Board, as the same may be
amended or supplemented from time to time. 
 Regulatory Change: Any change after the date of this Agreement in United States (federal, state or
municipal) or foreign laws or regulations (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks (including the Liquidity Banks) of or under any United
States (federal, state or municipal) or foreign, laws, or regulations (whether or not having the force of law) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof. 

Reinvestment: As defined in Section 1.3(a)(iii). 

Related Assets: (i) all rights to, but not any obligations under, all related Contracts and other Related Security related to any Pool
Receivables, (ii) all rights and interests of the Seller under the Sale Agreement in relation to any Pool Receivables, (iii) all books and records evidencing or otherwise relating to any Pool Receivables, (iv) all Lockbox Accounts and
related lock boxes and all cash and investments therein, to the extent constituting or representing the items in the following clause (v) and (v) all Collections in respect of, and other proceeds of, any Pool
Receivables or any other Related Assets. 
 Related Security: With respect to any Pool Receivable, all of the Seller’s (in the case of usage in
the Receivables Purchase Agreement) or the Originator’s (in the case of usage in the Sale Agreement) right, title and interest in and to: (i) all Contracts that relate to such Pool Receivable; (ii) all merchandise (including returned
merchandise), if any, relating to the sale which gave rise to such Pool Receivable; (iii) all security deposits and other security interests or liens and property subject thereto from time to time purporting to secure payment of such Pool
Receivable, whether pursuant to the Contract related to such Pool Receivable or otherwise; (iv) all UCC financing statements covering any collateral securing payment of such Pool Receivable (but only to the extent of the interest of the Seller
in the respective Pool Receivable); (v) all guarantees and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Pool Receivable whether pursuant to the Contract related to such Pool
Receivable or otherwise; and (vi) all insurance policies, and all claims thereunder, related to such Pool Receivable, in each case to the extent directly related to rights to payment, collection and enforcement, and other rights with respect to
such Pool Receivable. Except to the extent included in the Collateral, the interest of each Investor in any Related Security is only to the extent of the undivided percentage ownership interest of such Investor’s Purchaser Group, as more fully
described in the definition of Asset Interest. 

  
 A-21 








 Reportable Event: Any reportable event as defined in Section 4043(b) of ERISA or the regulations
issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code). 

Reporting Date: The fifteenth day of each month or if such day is not a Business Day, the next succeeding Business Day; provided however,
that if the senior unsecured debt ratings of Lennox International Inc. by Moody’s or S&P are reduced below Ba3 or BB-, respectively, or are withdrawn by either of Moody’s or S&P or if either
Moody’s or S&P no longer provides a senior unsecured debt rating for Lennox International Inc. and, in any such case, the aggregate Invested Amount is greater than $0.00, then, in any such case, the Reporting Date will be the first Business
Day of each week. 
 Required Reserve: On any day during a Collection Period, an amount equal to the product of (i) the Net Pool Balance and
(ii) the sum of (a) the Yield Reserve on such day, (b) the Servicing Reserve on such day and (c) the greater of (I) Required Reserve Factor Floor on such day and (II) the sum of (1) the Loss Reserve on such day and
(2) the Dilution Reserve on such day. 
 Required Reserve Factor Floor: The sum of (i) an amount, as of any date of determination and
expressed as a percentage of the aggregate Unpaid Balance of Eligible Receivables as of such date, equal to the greatest of (A) the sum of the four (4) largest aggregate Unpaid Balances of Eligible Receivables for specific Obligors
(including Michel) (calculated as if each such Obligor and its Affiliated Obligors were one Obligor) who do not have a debt rating listed in clause (i) of the definition of “Obligor Concentration Limit” or who are not rated as of such
date (up to the Obligor Concentration Limit for each such Obligor), (B) the sum of the two (2) largest aggregate Unpaid Balances of Eligible Receivables for specific Obligors (calculated as if each such Obligor and its Affiliated Obligors were
one Obligor) who have a short term unsecured debt rating currently assigned to them by either S&P or Moody’s of A-3 or P-3, respectively, as of such date (up to
the Obligor Concentration Limit for each such Obligor), (C) the largest aggregate Unpaid Balances of Eligible Receivables for any Obligor (calculated as if such Obligor and its Affiliated Obligors were one Obligor) who has a short term unsecured
debt rating currently assigned to it by either S&P or Moody’s of A-2 or P-2, respectively, as of such date (up to the Obligor Concentration Limit for such
Obligor), and (D) the largest aggregate Unpaid Balances of Eligible Receivables for any Obligor (calculated as if such Obligor and its Affiliated Obligors were one Obligor) who has a short term unsecured debt rating currently assigned to it by
either S&P or Moody’s of A-1 or P-1, respectively, as of such date (up to the Obligor Concentration Limit for such Obligor), and (ii) the product of the
Adjusted Dilution Ratio times the Dilution Horizon Ratio. For purposes of calculating the Required Reserve Factor Floor, the applicable rating of any Obligor that is rated by both S&P and Moody’s and has a split rating will be the lower of
the two ratings. 
 S&P: Standard & Poor’s Ratings Service. 

Sale Agreement: The Second Amended and Restated Purchase and Sale Agreement dated as of November 18, 2011 among the Originators and the Seller as
it may be amended, restated, supplemented or otherwise modified. 

  
 A-22 








 Sanctioned Country: At any time of determination, a country or territory which is the subject or target of
any Sanctions administered by OFAC (at November 21, 2014, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria). 
 Sanctioned Person: At
any time of determination, (a) any Person that is the subject or the target of any applicable Sanctions, including any Person listed in any Sanctions-related list of designated Persons maintained OFAC, the U.S. Department of State or by the
United Nations Security Council, the European Union or any European Union member state, or (b) any Person directly or indirectly 50 percent or more owned or controlled by any such Person or Persons described in the foregoing clause (a).

 Sanctions: Economic, financial or other sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by OFAC or the U.S. Department of State, or other relevant sanctions authority, including the U.S. and Canada. 
 SEC:
The Securities and Exchange Commission. 
 Secured Parties: The Purchasers, the Liquidity Banks, the Agents, the other Indemnified Parties and the
other Affected Parties. 
 Seller: As defined in the preamble. 

Seller Information: As defined in Section 14.7(a). 

Seller Information Provider: As defined in Section 14.7(a). 

Seller Party: As defined in the preamble. 

Seller’s Account: The account specified in a written notice provided by the Seller to the Agents. 

Seller’s Share: With respect to any amount means 100% minus the lesser of (i) the most recently calculated Asset Interest and (ii) 100%.

 Servicer Default: As defined in Section 8.4. 

Servicing Fee: Accrued for any day in a Collection Period means: (i) an amount equal to the product of (A) the Servicing Fee Rate,
(B) the aggregate Unpaid Balance of the Pool Receivables at the close of business on the first day of such Collection Period, and (C) 1/360; or (ii) on and after the Master Servicer’s reasonable request made at any time when
Lennox, Seller or any Affiliate or designee thereof shall no longer be Master Servicer, an alternative amount specified by Master Servicer not exceeding (A) 110% of Master Servicer’s costs and expenses of performing its obligations under
the Agreement during the Collection Period when such day occurs divided by (B) the number of days in such Collection Period. 
 Servicing Fee
Rate: 1.00% per annum. 

  
 A-23 








 Servicing Reserve: The product of (i) the Servicing Fee Rate and (ii) a fraction, the numerator
of which is the Twelve Month DSO and the denominator of which is 360. 
 Settlement Date: Two Business Days following each Reporting Date;
provided, however, during any period during which a Weekly Report is required to be delivered, the Settlement Date shall also be two Business Days immediately following the related Weekly Reporting Date. 

Sixth Amendment Date: As defined in the preamble. 

Special Obligor: As defined in the definition of Obligor Concentration Limit. 

Specified Annual Rebate: Identifiable annual volume and sales rebates tracked and processed by Lennox during the applicable period. 

Subsidiary: With respect to any Person means (i) a corporation more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any
contingency) is at the time owned or controlled by such Person, directly or indirectly through Subsidiaries, and (ii) any partnership, association, limited liability company, joint venture or other entity in which such Person, directly or
indirectly through Subsidiaries, has more than a 50% equity interest at the time. 
 Successor Notice: As defined in
Section 8.1(b). 
 Swaps: With respect to any Person, payment obligations with respect to interest rate swaps, currency
swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purpose of this Agreement, the amount of the obligation under any Swap shall be an amount determined in
respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net
amount so determined. 
 Taxes: As defined in Section 3.3(d). 

Termination Date: The earliest of: 

(i)    the date of termination (whether by scheduled expiration, termination on default or otherwise) of
the Liquidity Banks’ commitments under their respective Liquidity Agreement (unless such commitments are renewed, extended or replaced on or before such date); 

(ii)    the Funding Termination Date; 

  
 A-24 








 (iii)    the date designated by the Seller as the
“Termination Date” on not less than thirty (30) days’ notice to the Administrative Agent, provided that on such date the Invested Amount has been reduced to zero, all accrued Earned Discount, CP Costs and fees have been
paid in full and all other amounts due to the Investors and the Agents have been paid in full; and 

(iv)    the date on which any of the following shall occur: 

(A)    A Downgrading Event with respect to a Liquidity Bank shall have occurred and been continuing for not
less than 45 days, (x) the Downgraded Liquidity Bank shall not have been replaced by a Qualifying Liquidity Bank pursuant to a Liquidity Agreement in form and substance acceptable to the Purchaser and the Administrative Agent, and (y) the
commitment of such Downgraded Liquidity Bank under the Liquidity Agreement shall not have been funded or collateralized in such a manner that such Downgrading Event will not result in a reduction or withdrawal of the credit rating applied to the
Commercial Paper Notes by any of the rating agencies then rating the Commercial Paper Notes; or 

(B)    Purchaser shall become an “investment company” within the meaning of the Investment
Company Act of 1940, as amended. 
 Termination Notice: As defined in Section 8.4. 

Threshold Amount: $1,000,000, or such other amount to which the Administrative Agent may agree in writing from time to time. 

Transaction Documents: This Agreement, the Lockbox Agreements, the Sale Agreement, the Assurance Agreement, the Fee Letter, all amendments and waivers
to any of the foregoing, and the other documents to be executed and delivered in connection herewith. 
 Transaction Fees: Subject to the limitations
set forth in the Fee Letter, all reasonable expenses of the Agents incurred in connection with the consummation of this Agreement and each other Transaction Document, including but not limited to (i) the legal fees of Kaye Scholer LLP, counsel
to the Administrative Agent, (ii) expenses incurred in connection with any due diligence audit and (iii) out-of-pocket expenses of the Agents. 

Twelve Month DSO: For any day, the highest Days Sales Outstanding that occurred during the twelve (12) month period ending on such date of
calculation. 
 UCC: The Uniform Commercial Code, as from time to time in effect in the applicable jurisdiction or jurisdictions. 

Unmatured Liquidation Event: Any event which, with the giving of notice or lapse of time, or both, would become a Liquidation Event. 

Unpaid Balance: With respect to any Receivable means at any time the unpaid amount thereof, but excluding all late payment charges, delinquency charges
and extension or collection fees. 

  
 A-25 








 Unused Fee: The aggregate “Unused Fee” set forth in the Fee Letter. 

Volcker Rule: Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder 

Weekly Report: A report (for the week most recently ended) in the form of Exhibit 3.1(a)-2. 

Weekly Reporting Date: For any period during which Weekly Reports are required to be delivered, the first Business Day of each calendar week. 

Weekly Reporting Period: For any Weekly Reporting Date, the calendar week ended on the Friday immediately preceding such Weekly Reporting Date. 

Weekly Settlement Date: One Business Day following each Weekly Reporting Date. 

Weighted Average Term: On any day, the weighted average of the stated terms of all Receivables (excluding Receivables owed by an Affiliate or employee
of any Seller Party or Originator) owned by Seller on such date, weighted on the basis of the Unpaid Balance of each such Receivable, as of such date of calculation. 

WFB: As defined in the preamble. 
 WFB LIBO
Rate: For any day during any Yield Period, an interest rate per annum determined by the WFB Purchaser Agent and equal to LMIR. “LMIR” means, for any day during any Yield Period, the greater of (i) 0% and (ii) the one-month eurodollar rate for U.S. dollar deposits as reported on the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading
banks for London interbank deposits in United States dollars, as of 11:00 a.m. (London time) on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the WFB
Purchaser Agent from another recognized source for interbank quotation), in each case, changing when and as such rate changes. 
 WFB LIBO Rate Reserve
Percentage: With respect to any Investor for any Yield Period in respect of which Earned Discount is computed by reference to the WFB LIBO Rate, the maximum effective percentage in effect on such day as prescribed by the Federal Reserve Board
for determining the reserve requirements (including without limitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as Eurocurrency Liabilities (as such term is defined in
Regulation D)). 
 WFB LIBO Rate (Reserved): With respect to any Yield Period means a rate per annum equal to the quotient obtained
(rounded upwards, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable WFB LIBO Rate for such Yield Period by (ii) a percentage equal to 100% minus the WFB LIBO Rate Reserve Percentage. 

WFB Liquidity Bank: WFB or any other Person designated as such from time to time. 

  
 A-26 








 WFB Purchaser Account: Such account set forth in a separate letter by the WFB Purchaser Agent to the
Seller and Master Servicer, or such other account as may be specified in writing from time to time by the WFB Purchaser Agent to the Seller and Master Servicer. 

WFB Purchaser Agent: As defined in the preamble. 
 WFB
Purchaser Group: The WFB Liquidity Banks and the WFB Purchaser Agent, together with their respective successors, assigns and participants. 
 WFB
Purchaser Group Limit: With respect to any period, the corresponding amount for such period set forth below: 
  

					
	 Period
	  	WFB Purchaser Group
Limit	 
	 Reporting Date in February until the date preceding the Reporting Date in March
	  	$	65,131,578.95	 
	 Reporting Date in March until the date preceding the Reporting Date in April
	  	$	65,131,578.95	 
	 Reporting Date in April until the date preceding the Reporting Date in May
	  	$	83,947,368.42	 
	 Reporting Date in May until the date preceding the Reporting Date in June
	  	$	83,947,368.42	 
	 Reporting Date in June until the date preceding the Reporting Date in July
	  	$	83,947,368.42	 
	 Reporting Date in July until the date preceding the Reporting Date in August
	  	$	110,000,000	 
	 Reporting Date in August until the date preceding the Reporting Date in September
	  	$	110,000,000	 
	 Reporting Date in September until the date preceding the Reporting Date in October
	  	$	110,000,000	 
	 Reporting Date in October until the date preceding the Reporting Date in November
	  	$	83,947,368.42	 
	 Reporting Date in November until the date preceding the Reporting Date in December
	  	$	83,947,368.42	 
	 Reporting Date in December until the date preceding the Reporting Date in January
	  	$	83,947,368.42	 
	 Reporting Date in January until the date preceding the Reporting Date in February
	  	$	65,131,578.95	 

 ; provided, however, that, each reference to a Reporting Date in the foregoing table shall be
determined without reference to the proviso contained in the definition of “Reporting Date”. 

  
 A-27 








 Yield Period: With respect to any Asset Tranche funded by a Liquidity Funding, 

(a)    the period commencing on the date of the initial Purchase of the Asset Interest, the making of such
Liquidity Funding, or the creation of such Asset Tranche pursuant to Section 2.1 (whichever is latest) and ending (x) other than in the case of an Asset Tranche funded by the WFB Purchaser Group, such number of days
thereafter as the Purchaser Agent of the Liquidity Bank making such Liquidity Funding shall select and (y) in the case of an Asset Tranche funded by the WFB Purchaser Group, on the last day of the same calendar month thereof (or, during any
period during which Weekly Reports are required to be delivered, on the last day of the same calendar week thereof); and 

(b)    thereafter, (x) other than in the case of an Asset Tranche funded by the WFB Purchaser Group,
each period commencing on the last day of the immediately preceding Yield Period for the related Asset Tranche and ending such number of days thereafter as the Purchaser Agent of the Liquidity Bank making such Liquidity Funding shall select and
(y) in the case of an Asset Tranche funded by the WFB Purchaser Group, a period of one month (or, during any period during which Weekly Reports are required to be delivered, a period of one week) commencing on the last day of the immediately
preceding Yield Period for such Asset Tranche (which period shall correspond to a calendar month (or, during any period during which Weekly Reports are required to be delivered, a calendar week); 

provided, however, that 

(i)    any such Yield Period (other than a Yield Period consisting of one day) which would otherwise end on
a day that is not a Business Day shall be extended to the next succeeding Business Day (unless the related Asset Tranche shall be accruing Earned Discount at a rate determined by reference to BTMU LIBO Rate (Reserved), in which case if such
succeeding Business Day is in a different calendar month, such Yield Period shall instead be shortened to the next preceding Business Day); 

(ii)    in the case of Yield Periods of one day for any Asset Tranche, (A) the initial Yield Period
shall be the date such Yield Period commences as described in clause (a) above; and (B) any subsequently occurring Yield Period which is one day shall, if the immediately preceding Yield Period is more than one day, be
the last day of such immediately preceding Yield Period, and if the immediately preceding Yield Period is one day, shall be the next day following such immediately preceding Yield Period; and 

(iii)    in the case of any Yield Period for any Asset Tranche which commences before the Termination Date
and would otherwise end on a date occurring after such Termination Date, such Yield Period shall end on such Termination Date and the duration of each such Yield Period which commences on or after the Termination Date for such Asset Tranche shall be
of such duration as shall be selected by the applicable Purchaser Agent. 

  
 A-28 








 Yield Reserve: On any date of determination, the product of (i) 1.5, (ii) the Base Rate and
(iii) a fraction the numerator of which is the Twelve Month DSO and the denominator of which is 360. 

(A)    Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. 

(B)    Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of
time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. 

  
 A-29 








 SCHEDULE 6.1(n) 

LIST OF OFFICES OF MASTER SERVICER AND SELLER WHERE RECORDS ARE KEPT 

Seller 
 LPAC Corp. 

2140 Lake Park Blvd. 
 Richardson, TX 75080-2254 

Master Servicer 
 Lennox Industries Inc.

 2140 Lake Park Blvd. 
 Richardson, TX 75080-2254 

400 Norris Glen Road 
 Etobicoke, ON Canada M9C 1H5 

Originators 
 Lennox Industries Inc.

 2140 Lake Park Blvd. 
 Richardson, TX 75080-2254 

400 Norris Glen Road 
 Etobicoke, ON Canada M9C 1H5 

Allied Air Enterprises LLC 
 2140 Lake Park Blvd 

Richardson, TX 75080 
 215 Metropolitan Dr 

West Columbia, SC 29170 
 Heatcraft Refrigeration Products LLC

 2140 Lake Park Blvd 
 Richardson, TX 75080 

2175 West Park Place Boulevard 
 Stone Mountain, GA 30014 







 SCHEDULE 6.1(o) 

LIST OF LOCKBOX BANKS 
 MAIN
OFFICE ADDRESS, LOCKBOX & ACCOUNT NUMBERS 
  

			
	 Lockbox
	  	Account
	 JPMorgan Chase Bank, N.A.

P.O. Box 910549

Dallas, TX 75391-0549

Lennox Industries Inc.
	  	JPMorgan Chase Bank, N.A.
 [deleted]

		
	 JPMorgan Chase Bank, N.A.

P.O. Box 731093

Dallas, TX 75391-0549

Lennox Industries Inc.
	  	JPMorgan Chase Bank, N.A.
 [deleted]

		
	 N/A
	  	JPMorgan Chase Bank, N.A.
 [deleted]

		
	 JPMorgan Chase Bank, N.A.

Lockbox 22325

22352 Network Place

Chicago, IL 60603

Allied Air Enterprises
	  	JPMorgan Chase Bank, N.A.
 [deleted]

		
	 Wells Fargo, N.A.

Lockbox 209026

2975 Regent Blvd Irving, TX 75063

Heatcraft Refrigeration Products LLC
	  	Wells Fargo, N.A.
 [deleted]

		
	 Amegy Bank

Dept: 895, Lockbox 4346

Houston, TX 77210-4346

Heatcraft Refrigeration Products LLC
	  	Amegy Bank
 [deleted]









 SCHEDULE 6.1(u) 

CAPITALIZATION OF SELLER 
 Common
Stock 
 The authorized common stock of Seller is one hundred (100) shares of $.01 par value per share of which one hundred (100) shares are
issued and outstanding and held as follows: 
 Heatcraft Technologies Inc. - 80 shares 

Lennox Industries Inc. - 10 shares 
 Heatcraft Inc. - 5 shares

 Allied Air Enterprises LLC - 5 shares 
 Preferred
Stock 
 The authorized preferred stock of the Seller is up to one million (1,000,000) shares of preferred stock, par value $.01 per share, of which
28,191 shares with a liquidation value of $1,000 per share are outstanding, all of which are owned by Lennox. 
 Initial Seller Note 

None. 







 SCHEDULE 14.2 

NOTICE ADDRESSES 
 Seller: 

LPAC Corp. 
 2140 Lake Park Blvd.

 Richardson, TX 75080-2254 

Attention: Treasury Department 

Rick Pelini, President and Treasurer 

Phone No.: 972-497-5410 

Facsimile No.: 972-497-6940 

Master Servicer: 
 Lennox Industries Inc. 

2140 Lake Park Blvd. 
 Richardson,
TX 75080-2254 
 Attention: Treasury Department 

Rick Pelini, Vice President and Treasurer 

Phone No.: 972-497-5410 

Facsimile No.: 972-497-6940 

Copies to: 
 John Torres,
General Counsel 
 Lennox International Inc. 

2140 Lake Park Blvd. 
 Richardson,
TX 75080-2254 
 Facsimile No.: 972-497-5268 

Administrative Agent, BTMU Purchaser Agent and BTMU Liquidity Bank: 

The Bank of Tokyo-Mitsubishi UFJ, Ltd. 

Securitization Group 
 1221 Avenue
of the Americas 
 New York, NY 10020-1001 

R. Greg Hurst 
 Fax: 212-405-6655 
 E-mail:
rhurst@us.mufg.jp 







 BTMU Purchaser: 

The Bank of Tokyo-Mitsubishi UFJ, Ltd. 

Securitization Group 
 1221 Avenue
of the Americas, 6th Floor 
 New York, NY 10020-1104 

Aditya Reddy 
 Phone: 212-782-6957 
 Fax: 212-782-6448 
 E-mail: areddy@us.mufg.jp 

Copies to: 
 Arnold & Porter
Kaye Scholer LLP 
 250 West 55th Street 

New York, NY 10019 
 Jonathan
Arkins, Esq. 
 Phone: (212) 836-7403 

E-mail: jonathan.arkins@apks.com 

WFB Purchaser Agent: 
 Isaac Washington

 Vice President 
 1100
Abernathy Road, NE 16th Floor 
 Atlanta, GA 30328-5657 

Phone: 770-508-2166 

Email: Isaac.Washington@wellsfargo.com 

Tim Brazeau 
 Collateral Analyst
Manager 
 1100 Abernathy Road, NE 16th Floor 

Atlanta, GA 30328-5657 
 Phone: 770-508-2165 
 Email: Timothy.S.Brazeau@wellsfargo.com 

Stephanie Wilkerson 
 Collateral
Analyst 
 1100 Abernathy Road, NE 16th Floor 

Atlanta, GA 30328-5657 
 Phone: 770-508-2163 
 Email: Stephanie.Wilkerson@wellsfargo.com 

Group Email: WFCFReceivablesSecuritizationAtlanta@wellsfargo.com 







 WFB Liquidity Bank: 

Isaac Washington 
 Vice President

 1100 Abernathy Road, NE 16th Floor 

Atlanta, GA 30328-5657 
 Phone: 770-508-2166 
 Email: Isaac.Washington@wellsfargo.com 

Tim Brazeau 
 Collateral Analyst
Manager 
 1100 Abernathy Road, NE 16th Floor 

Atlanta, GA 30328-5657 
 Phone: 770-508-2165 
 Email: Timothy.S.Brazeau@wellsfargo.com 

Stephanie Wilkerson 
 Collateral
Analyst 
 1100 Abernathy Road, NE 16th Floor 

Atlanta, GA 30328-5657 
 Phone: 770-508-2163 
 Email: Stephanie.Wilkerson@wellsfargo.com 

Group Email: WFCFReceivablesSecuritizationAtlanta@wellsfargo.com 







 EXHIBIT 1.2(a) 

FORM OF PURCHASE REQUEST 
 THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., 
 1251 Avenue of the Americas, 12th Floor 

New York, NY 10020-1104 
 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 Isaac Washington, Vice President 
 Tim Brazeau, Collateral
Analyst Manager 
 Stephanie Wilkerson, Collateral Analyst 

1100 Abernathy Road, NE 16th Floor 
 Atlanta, GA 30328-5657 

Group Email: WFCFReceivablesSecuritizationAtlanta@wellsfargo.com 

Ladies and Gentlemen: 
 Reference is made to the
Amended and Restated Receivables Purchase Agreement dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) among LPAC Corp., as the Seller,
Lennox Industries Inc., as the Master Servicer (and together with Seller, collectively referred to as the “Seller Parties”), Victory Receivables Corporation, as a purchaser (the “BTMU Purchaser”), The
Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent (the “Administrative Agent”), BTMU Purchaser Agent (“BTMU Purchaser Agent”) and a liquidity bank (“BTMU Liquidity
Bank”) and Wells Fargo Bank, National Association, as WFB Purchaser Agent (“WFB Purchaser Agent”) and a liquidity Bank (“WFB Liquidity Bank”). Capitalized terms defined in the Purchase
Agreement are used herein with the same meanings. 
 1. Each of the Seller Parties hereby certifies, represents and warrants to the
Investors and the Agents that on and as of the Purchase Date (as hereinafter defined): 
 (a)    all applicable
conditions precedent set forth in Article V of the Purchase Agreement have been satisfied; 

(b)    each of its respective representations and warranties contained in Section 6.1 of the
Purchase Agreement will be true and correct, in all material respects, as if made on and as of the Purchase Date; 

(c)    no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes a
Liquidation Event or Unmatured Liquidation Event; 
 (d)    after giving effect to the requested Purchase, the Invested
Amount will not exceed the available 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 







 (e)    the Termination Date shall not have occurred. 

2.    The undersigned, as Seller hereby requests that a Purchase be made on
            , 20     (the “Purchase Date”) in the amount of $        . 

3.    Please disburse the proceeds of the Purchase as follows: 

[Apply $         to payment of Invested Amount due on the Purchase Date]. 

[Wire transfer $         to account no.
                     at                     Bank,
in [city, state], ABA No.                     , Reference:
                    ]. 
 IN WITNESS
WHEREOF, the Seller and the Master Servicer have caused this Purchase Request to be executed and delivered as of this     day of             ,
        . 
  

			
	 LPAC CORP.,
 as Seller

		
	By:	 	
                     
                                         
             

	Name:	 	
                     
                                         
             

	Title:	 	
                     
                                         
             

	
	Lennox Industries Inc., as Master Servicer
		
	By:	 	
                     
                                         
             

	Name:	 	
                     
                                         
             

	Title:	 	
                     
                                         
             










 EXHIBIT 3.1(a) 

FORM OF INFORMATION PACKAGE 

[See Attached] 







 EXHIBIT 3.1(a)-2 

FORM OF WEEKLY REPORT 

[See Attached] 







 EXHIBIT A-1 

FORM OF LOCKBOX AGREEMENT 

[See Attached] 

  
 A-1-1 








 EXHIBIT B 

[NAME OF COMPANY] 
 FORM
OF CERTIFICATE OF FINANCIAL OFFICER 
 This Certificate is made pursuant to the provisions of the Amended and Restated Receivables
Purchase Agreement dated as of November 18, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) among LPAC Corp., as the Seller (the “Company”),
Lennox Industries Inc., as the Master Servicer, Victory Receivables Corporation, as a purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, BTMU Purchaser Agent and a liquidity bank, and Wells Fargo Bank, National Association,
as WFB Purchaser Agent and a liquidity bank. The capitalized terms used, but not defined, herein have the meanings assigned to them in the Agreement. 

The undersigned [Chief Financial Officer/Treasurer] of [Name of Company] (the “Company”) hereby
certifies that the financial statements being delivered concurrently herewith fairly present the financial condition, assets, liabilities and results of operations of the Company in accordance with generally accepted accounting principles
consistently applied[, subject to normal year-end audit adjustments]. 
  

			
	[NAME OF COMPANY]
		
	Name:	 	
                     


	Title:	 	
                     


	Dated:	 	
                     





  
 B-1 








 EXHIBIT C 

LENNOX INDUSTRIES INC. 
 CREDIT
AND COLLECTION POLICY 

  
 C-1 








 EXHIBIT D 

FORM OF ASSIGNMENT AND ACCEPTANCE 

  
 D-1