Common use of Closing Date; Conditions Precedent to Initial Purchase Clause in Contracts

Closing Date; Conditions Precedent to Initial Purchase. This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as all of the conditions in this Section 5.1 have been satisfied. The initial Purchase hereunder (and the occurrence of the Closing Date) is subject to the condition precedent that Administrative Agent shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative Agent and in form and substance satisfactory to Administrative Agent: (a) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, of each CHR Party required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions), certified by its secretary or any other authorized person; (b) good standing certificates (or the equivalent) for each CHR Party issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a certificate of the secretary or assistant secretary of each CHR Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents, as applicable, to be delivered by it hereunder (on which certificate Administrative Agent and Purchasers may conclusively rely until such time as Administrative Agent shall receive from each CHR Party, as the case may be, a revised certificate meeting the requirements of this clause (c)); (d) copies of the certificates of incorporation or formation (or the equivalent) of each CHR Party duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent) of each CHR Party, all of the foregoing duly certified by the secretary or an assistant secretary of each such Person; (e) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of Receivables, (ii) Seller as purchaser/assignor secured party or any other authorized person and (iii) Administrative Agent as secured party/total assignee of Seller; and/or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (ii) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoing; (g) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents and in such other jurisdictions that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (i) duly executed copies of Lock-Box Agreements with each Lock-Box Bank; (j) favorable opinions (including with respect to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance Guarantor; (k) completion of satisfactory due diligence by the Purchasers, Purchaser Agents and the Administrative Agent; (l) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial Cut-Off Date of March 31, 2017; (m) execution of the Transaction Documents; (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (p) such other agreements, instruments, certificates, opinions and other documents as Administrative Agent may reasonably request.

Closing Date; Conditions Precedent to Initial Purchase. (a) This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as on which all of the below conditions in this Section 5.1 5.1(a) have been satisfied. The initial Purchase hereunder (and ; the occurrence effectiveness of the Closing Date) this Agreement is subject to the condition precedent that Administrative each Agent shall have received, on or before the date of such Purchase, received the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative each Agent and in form and substance satisfactory to Administrative each Agent: (ai) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, directors (or similar governing body) of each CHR Party required to authorize the executionSeller Party, delivery Lennox International and performance by it of each Originator approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)hereby and thereby, certified by its secretary or any other authorized person; (bii) good standing certificates (or the equivalent) for each CHR Party 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 organizedorganized and the Secretary of State (or the equivalent) of the state of its principal place of business; (ciii) a certificate of the secretary or assistant secretary of each CHR Party 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, as applicable, Documents to be delivered by it hereunder (on which certificate Administrative each Agent and Purchasers each Investor may conclusively rely until such time as Administrative Agent Agents shall receive from each CHR Party, as the case may be, a Seller Party a revised certificate meeting the requirements of this clause subsection (ciii)); (div) copies of [intentionally omitted]; (v) the certificates of incorporation or formation (or the equivalent) of each CHR Party 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 organizedorganized as of a recent date acceptable to each Agent, together with a copy of the by-laws, limited liability company agreement laws (or the equivalent) of each CHR Party, all of the foregoing Seller Party and each Originator duly certified by the secretary or an assistant secretary of each such Personentity; (evi) 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; (vii) acknowledgment copies of proper financing statements (Form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of Receivables, (iix) Seller as purchaser/assignor secured party the debtor and seller of Receivables or any other authorized person undivided percentage ownership interest therein, and (iiiy) Administrative Agent as the secured party/total assignee of Seller; and/or other or other, similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, (A) Investors’ undivided percentage ownership interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (iiB) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary orsecurity interest referred to in Section 9.1, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests each case in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (gviii) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all effective financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents subsections (vi) and (vii) above and in such other jurisdictions and from such other Persons that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (iix) duly executed copies of Lock-Box Lockbox Agreements with each Lock-Box Bankof the Lockbox Banks with respect to each of the Lockbox Accounts; (jx) favorable opinions (including with respect of Xxxxx Day LLP, counsel for the Seller, the Master Servicer, Lennox International and the Originators, as to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to such matters as the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance GuarantorAdministrative Agent may reasonably request; (kxi) duly executed copies of the Sale Agreement, confirmation of the Assurance Agreement and each Fee Letter; (xii) completion of satisfactory due diligence by the Purchasers, Purchaser Agents Administrative Agent and the Administrative Agentits counsel; (lxiii) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial a Cut-Off Date of March October 31, 20172011; (mxiv) execution of written notice provided by the Transaction Documents;Seller setting forth the Seller’s Account (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (pxv) 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. 8 to this Agreement, dated as of the Eighth Amendment Date, the MUFG Purchaser Group Limit is being changed to the amount set forth herein and the PNC Purchaser Group Limit is being added hereto. As a result thereof, the applicable Investors in the MUFG 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 PNC Purchaser Group so that after giving effect thereto, each Purchaser Group shall hold its Pro Rata Share (as determined pursuant to clause (b) of the definition thereof) of the Invested Amount outstanding at such time. On the Eighth Amendment Date, the applicable Investors in the PNC Purchaser Group making such purchase agree to make a cash payment to such Investors in the MUFG Purchaser Group in an amount equal to the aggregate Invested Amount so transferred.

Closing Date; Conditions Precedent to Initial Purchase. This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as all of the conditions in this Section 5.1 have been satisfied. The initial Purchase hereunder (and the occurrence of the Closing Date) is subject to the condition precedent that Administrative Agent shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative Agent and in form and substance satisfactory to Administrative Agent: (a) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, of each CHR Party required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions), certified by its secretary or any other authorized person; (b) good standing certificates (or the equivalent) for each CHR Party issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a certificate of the secretary or assistant secretary of each CHR Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents, as applicable, to be delivered by it hereunder (on which certificate Administrative Agent and Purchasers may conclusively rely until such time as Administrative Agent shall receive from each CHR Party, as the case may be, a revised certificate meeting the requirements of this clause (c)); (d) copies of the certificates of incorporation or formation (or the equivalent) of each CHR Party duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent) of each CHR Party, all of the foregoing duly certified by the secretary or an assistant secretary of each such Person; (e) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of Receivables, (ii) Seller as purchaser/assignor secured party or any other authorized person and (iii) Administrative Agent as secured party/total assignee of Seller; and/or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (ii) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoing; (g) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents and in such other jurisdictions that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (i) duly executed copies of Lock-Box Agreements with each Lock-Box Bank; (j) favorable opinions (including with respect to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance Guarantor; (k) completion of satisfactory due diligence by the Purchasers, Purchaser Agents and the Administrative Agent; (l) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial Cut-Off Date of March October 31, 20172021; (m) execution of the Transaction Documents; (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (p) such other agreements, instruments, certificates, opinions and other documents as Administrative Agent may reasonably request.

Closing Date; Conditions Precedent to Initial Purchase. (a) This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as on which all of the below conditions in this Section 5.1 5.1(a) have been satisfied. The initial Purchase hereunder (and ; the occurrence effectiveness of the Closing Date) this Agreement is subject to the condition precedent that Administrative each Agent shall have received, on or before the date of such Purchase, received the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative each Agent and in form and substance satisfactory to Administrative each Agent: (ai) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, directors (or similar governing body) of each CHR Party required to authorize the executionSeller Party, delivery Lennox International and performance by it of each Originator approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)hereby and thereby, certified by its secretary or any other authorized person; (bii) good standing certificates (or the equivalent) for each CHR Party 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 organizedorganized and the Secretary of State (or the equivalent) of the state of its principal place of business; (ciii) a certificate of the secretary or assistant secretary of each CHR Party 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, as applicable, Documents to be delivered by it hereunder (on which certificate Administrative each Agent and Purchasers each Investor may conclusively rely until such time as Administrative Agent Agents shall receive from each CHR Party, as the case may be, a Seller Party a revised certificate meeting the requirements of this clause subsection (ciii)); (div) copies of [intentionally omitted]; (v) the certificates of incorporation or formation (or the equivalent) of each CHR Party 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 organizedorganized as of a recent date acceptable to each Agent, together with a copy of the by-laws, limited liability company agreement laws (or the equivalent) of each CHR Party, all of the foregoing Seller Party and each Originator duly certified by the secretary or an assistant secretary of each such Personentity; (evi) 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; (vii) acknowledgment copies of proper financing statements (Form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of Receivables, (iix) Seller as purchaser/assignor secured party the debtor and seller of Receivables or any other authorized person undivided percentage ownership interest therein, and (iiiy) Administrative Agent as the secured party/total assignee of Seller; and/or other or other, similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, (A) Investors’ undivided percentage ownership interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (iiB) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary orsecurity interest referred to in Section 9.1, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests each case in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (gviii) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all effective financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents subsections (vi) and (vii) above and in such other jurisdictions and from such other Persons that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (iix) duly executed copies of Lock-Box Lockbox Agreements with each Lock-Box Bankof the Lockbox Banks with respect to each of the Lockbox Accounts; (jx) favorable opinions (including with respect of Xxxxx Day LLP, counsel for the Seller, the Master Servicer, Lennox International and the Originators, as to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to such matters as the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance GuarantorAdministrative Agent may reasonably request; (kxi) duly executed copies of the Sale Agreement, confirmation of the Assurance Agreement and each Fee Letter; (xii) completion of satisfactory due diligence by the Purchasers, Purchaser Agents Administrative Agent and the Administrative Agentits counsel; (lxiii) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial a Cut-Off Date of March October 31, 20172011; (mxiv) execution of written notice provided by the Transaction Documents;Seller setting forth the Seller’s Account (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (pxv) 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 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.

Closing Date; Conditions Precedent to Initial Purchase. The Prior Agreement became effective on the date on which all of the conditions set forth in Section 5.1 of the Prior Agreement were satisfied (the “Prior Closing Date”). This Agreement shall become effective on the date hereof date, which shall be January 27, 2015 (the “Closing Date”), or such later date as all of the conditions in this Section 5.1 have been satisfied. The initial Purchase (including the issuance of any Letters of Credit in connection therewith as applicable) hereunder (and the occurrence of the Closing Date) is subject to the condition precedent that Administrative Agent and each Purchaser Agent shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative Agent and each Purchaser Agent and in form and substance reasonably satisfactory to Administrative Agent and each Purchaser Agent: (a) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, of each CHR Party required to authorize the execution, delivery Seller and performance by it of MPI approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)thereby, certified by its secretary or any other authorized person; (b) good standing certificates (or the equivalent) for each CHR Party Seller, Performance Guarantor and MPI issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a certificate of the secretary or assistant secretary of each CHR Party of Seller, Performance Guarantor and MPI certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents, as applicable, and, solely with respect to Performance Guarantor, the authorization of the Transaction Documents and other legal matters relating to the transactions contemplated thereby, in form and substance reasonably satisfactory to the Agent and its counsel, to be delivered by it hereunder (on which certificate Administrative Agent Agent, LOC Issuer and Purchasers may conclusively rely until such time as Administrative Agent and Purchaser Agents shall receive from each CHR PartySeller, Performance Guarantor or MPI, as the case may be, a revised certificate meeting the requirements of this clause subsection (c)); (d) copies of the certificates of incorporation or formation (or the equivalent) of each CHR Party of Seller, Performance Guarantor and MPI duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organizedorganized as of a recent date reasonably acceptable to Agent, together with a copy of the by-laws, limited liability company agreement (or the equivalent) of each CHR Partyof Seller, all of the foregoing Performance Guarantor and MPI duly certified by the secretary or an assistant secretary of each such Person; ; 37 Mylan (e) acknowledgment copies counterparts of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of ReceivablesFee Letter, (ii) Seller as purchaser/assignor secured party or any other authorized person and the Payoff Letter, (iii) Administrative Agent as secured party/total assignee of Seller; and/or other similar instruments or documents as may be necessary orthe Performance Guaranty and (iv) the Sale Agreement, in the reasonable opinion of Administrative Agent or any Purchaser Agenteach case, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf duly executed by each of the Affected Parties’, interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoingparties thereto; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (ii) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoing; (g) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents and in such other jurisdictions that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (i) duly executed copies of Lock-Box Agreements with each Lock-Box Bank; (j) favorable opinions (including with respect to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance Guarantor; (k) completion of satisfactory due diligence by the Purchasers, Purchaser Agents and the Administrative Agent; (l) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial Cut-Off Date of March 31, 2017; (m) execution of the Transaction Documents; (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (p) such other agreements, instruments, certificates, opinions and other documents as Administrative Agent may reasonably request.

Closing Date; Conditions Precedent to Initial Purchase. (a) This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as on which all of the below conditions in this Section 5.1 5.1(a) have been satisfied. The initial Purchase hereunder (and ; the occurrence effectiveness of the Closing Date) 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; (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; (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; (x) a favorable opinion of Xxxxx Lord Xxxxxxx & Xxxxxxx 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, Assurance Agreement and the Fee Agreement; (xii) completion of satisfactory due diligence by Administrative Agent and its counsel; (xiii) a fully executed facility termination agreement with respect to the Seller’s receivables purchase facility with Bank of America, N.A. and all other documents and agreements necessary to terminate such facility; and (xiv) such other agreements, instruments, certificates, opinions and other documents as Administrative Agent may reasonably request. (b) The initial Purchase hereunder is subject to the conditions precedent that (w) all of the conditions precedent set forth in Section 5.1(a) shall have been satisfied, (x) the requirements set forth in Section 7.1(j) have been satisfied, and (y) each Agent shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative each Agent and in form and substance satisfactory to Administrative each Agent: (a) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, of each CHR Party required to authorize the execution, delivery and performance by it of each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions), certified by its secretary or any other authorized person; (b) good standing certificates (or the equivalent) for each CHR Party issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a certificate of the secretary or assistant secretary of each CHR Party certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents, as applicable, to be delivered by it hereunder (on which certificate Administrative Agent and Purchasers may conclusively rely until such time as Administrative Agent shall receive from each CHR Party, as the case may be, a revised certificate meeting the requirements of this clause (c)); (d) copies of the certificates of incorporation or formation (or the equivalent) of each CHR Party duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized, together with a copy of the by-laws, limited liability company agreement (or the equivalent) of each CHR Party, all of the foregoing duly certified by the secretary or an assistant secretary of each such Person; (e) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of Receivables, (ii) Seller as purchaser/assignor secured party or any other authorized person and (iii) Administrative Agent as secured party/total assignee of Seller; and/or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (ii) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoing; (g) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents and in such other jurisdictions that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (i) duly executed copies of Lock-Box Agreements with each Lock-Box Bank; (j) favorable opinions (including with respect to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance Guarantor; (k) completion of satisfactory due diligence by the Purchasers, Purchaser Agents and the Administrative Agent; (l) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial a Cut-Off Date of March 31, 2017reasonably acceptable to each Agent; (mii) execution a good standing certificates for Seller issued as of a recent date by the Secretary of State (or the equivalent) of the Transaction Documents; (n) payment by CHR or Seller state of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each OriginatorTexas; and (piii) such other agreements, instruments, certificates, opinions and other documents as Administrative Agent may reasonably requestwritten notice provided by the Seller setting forth the Seller’s Account.

Closing Date; Conditions Precedent to Initial Purchase. (a) This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as on which all of the below conditions in this Section 5.1 5.1(a) have been satisfied. The initial Purchase hereunder (and ; the occurrence effectiveness of the Closing Date) this Agreement is subject to the condition precedent that Administrative each Agent shall have received, on or before the date of such Purchase, received the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative each Agent and in form and substance satisfactory to Administrative each Agent: (ai) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, directors (or similar governing body) of each CHR Party required to authorize the executionSeller Party, delivery Lennox International and performance by it of each Originator approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)hereby and thereby, certified by its secretary or any other authorized person; (bii) good standing certificates (or the equivalent) for each CHR Party 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 organizedorganized and the Secretary of State (or the equivalent) of the state of its principal place of business; (ciii) a certificate of the secretary or assistant secretary of each CHR Party 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, as applicable, Documents to be delivered by it hereunder (on which certificate Administrative each Agent and Purchasers each Investor may conclusively rely until such time as Administrative Agent Agents shall receive from each CHR Party, as the case may be, a Seller Party a revised certificate meeting the requirements of this clause subsection (ciii)); (div) copies of [intentionally omitted]; (v) the certificates of incorporation or formation (or the equivalent) of each CHR Party 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 organizedorganized as of a recent date acceptable to each Agent, together with a copy of the by-laws, limited liability company agreement laws (or the equivalent) of each CHR Party, all of the foregoing Seller Party and each Originator duly certified by the secretary or an assistant secretary of each such Personentity; (evi) 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; (vii) acknowledgment copies of proper financing statements (Form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor/seller of Receivables, (iix) Seller as purchaser/assignor secured party the debtor and seller of Receivables or any other authorized person undivided percentage ownership interest therein, and (iiiy) Administrative Agent as the secured party/total assignee of Seller; and/or other or other, similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, (A) Investors’ undivided percentage ownership interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (iiB) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary orsecurity interest referred to in Section 9.1, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, on behalf of the Affected Parties’, interests each case in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (gviii) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all effective financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents subsections (vi) and (vii) above and in such other jurisdictions and from such other Persons that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (iix) duly executed copies of Lock-Box Lockbox Agreements with each Lock-Box Bankof the Lockbox Banks with respect to each of the Lockbox Accounts; (jx) favorable opinions (including with respect of Xxxxx Day LLP, counsel for the Seller, the Master Servicer, Lennox International and the Originators, as to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to such matters as the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance GuarantorAdministrative Agent may reasonably request; (kxi) duly executed copies of the Sale Agreement, confirmation of the Assurance Agreement and each Fee Letter; (xii) completion of satisfactory due diligence by the Purchasers, Purchaser Agents Administrative Agent and the Administrative Agentits counsel; (lxiii) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial a Cut-Off Date of March October 31, 20172011; (mxiv) execution of written notice provided by the Transaction Documents;Seller setting forth the Seller’s Account (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (pxv) 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 the amendment and restatement of the Prior RPA pursuant to the terms hereof, the BTMU Purchaser Group Limit (as defined in the Prior RPA) is being reduced to the amount set forth herein and the PNC 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 PNC Purchaser Group so that after giving effect thereto, each Purchaser Group shall hold its Pro Rata Share (as determined pursuant to clause (b) of the definition thereof) of the Invested Amount outstanding at such time. On the date hereof, the applicable Investors in the PNC 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.

Closing Date; Conditions Precedent to Initial Purchase. This Agreement shall become effective on the date hereof date, which shall be February 21, 2012 (the “Closing Date”), or such later date as all of the conditions in this Section 5.1 have been satisfied. The initial Purchase (including the issuance of any Letters of Credit in connection therewith as applicable) hereunder (and the occurrence of the Closing Date) is subject to the condition precedent that Administrative Agent and each Purchaser Agent shall have received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative Agent and each Purchaser Agent and in form and substance reasonably satisfactory to Administrative Agent and each Purchaser Agent: (a) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, of each CHR Party required to authorize the executionof Seller, delivery Performance Guarantor and performance by it of MPI approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)thereby, certified by its secretary or any other authorized person; (b) good standing certificates (or the equivalent) for each CHR Party Seller, Performance Guarantor and MPI issued by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organized; (c) a certificate of the secretary or assistant secretary of each CHR Party of Seller, Performance Guarantor and MPI certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents, as applicable, to be delivered by it hereunder (on which certificate Administrative Agent Agent, LOC Issuer and Purchasers may conclusively rely until such time as Administrative Agent and Purchaser Agents shall receive from each CHR PartySeller, Performance Guarantor or MPI, as the case may be, a revised certificate meeting the requirements of this clause subsection (c)); (d) copies of the certificates of incorporation or formation (or the equivalent) of each CHR Party of Seller, Performance Guarantor and MPI duly certified by the Secretary of State (or the equivalent) of the jurisdiction in which each such entity is organizedorganized as of a recent date reasonably acceptable to Agent, together with a copy of the by-laws, limited liability company agreement (or the equivalent) of each CHR Partyof Seller, all of the foregoing Performance Guarantor and MPI duly certified by the secretary or an assistant secretary of each such Person; (e) acknowledgment copies of proper financing statements (form UCC-1), to be filed on or prior to within two (2) Business Days of the date of the initial Purchasehereof, naming (i) each Originator MPI (in its capacity as Originator) as the debtor/seller of Receivables, (ii) Seller as purchaser/assignor secured party or any other authorized person and purchaser and (iii) Administrative Agent as secured party/total assignee of Seller; and/or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, ’s (on behalf of the Affected Secured Parties’, ) interests in the Pool Receivables originated by each such Originator and the Receivables, Related Assets Security and Collections on, and other proceeds of, the foregoing; (f) acknowledgment copies of proper financing statements (form UCC-1), to be filed on or prior to within two (2) Business Days of the date of the initial Purchasehereof, naming (i) Seller as the debtor/seller of Receivables or any interest therein, and (ii) Administrative Agent as the secured party/purchaser; or other similar instruments or documents as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law of all appropriate jurisdictions to perfect Administrative Agent’s, ’s (on behalf of the Affected Parties’, Purchaser) interests in the Pool Receivables and the Receivables, Related Assets Security and Collections on, and other proceeds of, the foregoing; (g) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or other counsel to the Seller listing all financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents subsections (e) or (f) above and in such other jurisdictions that Administrative Agent or any Purchaser Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables Receivables, Related Security or Related Assetsinterests therein or Collections or proceeds of any thereof); (h) copies of proper termination financing statements (form UCC-3) (including termination statements) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause subsection (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables Receivables, related Contracts, Related Security or Related Assetsinterests therein or Collections or proceeds of any thereof; (i) duly executed copies of Lock-Box Agreements with each Lock-Box Bank; (j) favorable opinions (including with respect to creation creation, perfection of security interests (under New York Law) , the West Virginia UCC and perfection of security interests, the Delaware UCC); non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with New York Law and material agreements, agreements set forth on the schedule attached thereto and customary Investment Company Act and Xxxxxxx Rule matters) of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the CHR Parties; Seller, MPI and favorable opinions (including with respect to certain corporate matters) of special Performance Guarantor or other outside counsel to the Seller, Performance GuarantorGuarantor or MPI reasonably acceptable to the Agent and each Purchaser Agent; (k) an opinion or opinions of In-house counsel to MPI and Performance Guarantor covering standard corporate opinions including but not limited to due authorization, execution and delivery and other customary corporate matters; (l) completion of satisfactory due diligence by the Purchasers, the Purchaser Agents and the Administrative Agent; (lm) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial a Cut-Off Date of March January 31, 20172012; (mn) execution and delivery of the Transaction Documents; (no) payment by CHR MPI or Seller of each LOC Issuer’s, each Purchaser’s, each Purchaser Agent’s, Agent’s and Administrative Agentany of Xxxxx Xxxxx LLP’s expenses(as counsel to the Purchasers’) fees and expenses invoiced on or prior to such date, to the extent set forth herein and or in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (p) such other agreements, instruments, certificates, opinions and other documents as Administrative Agent, any Purchaser Agent or any LOC Issuer may reasonably request.

Closing Date; Conditions Precedent to Initial Purchase. (a) This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as on which all of the below conditions in this Section 5.1 5.1(a) have been satisfied. The initial Purchase hereunder (and ; the occurrence effectiveness of the Closing Date) this Agreement is subject to the condition precedent that Administrative each Agent shall have received, on or before the date of such Purchase, received the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative each Agent and in form and substance satisfactory to Administrative each Agent: (ai) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, directors (or similar governing body) of each CHR Party required to authorize the executionSeller Party, delivery Lennox International and performance by it of each Originator approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)hereby and thereby, certified by its secretary or any other authorized person; (bii) good standing certificates (or the equivalent) for each CHR Party 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 organizedorganized and the Secretary of State (or the equivalent) of the state of its principal place of business; (ciii) a certificate of the secretary or assistant secretary of each CHR Party 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, as applicable, Documents to be delivered by it hereunder (on which certificate Administrative each Agent and Purchasers each Investor may conclusively rely until such time as Administrative Agent Agents shall receive from each CHR Party, as the case may be, a Seller Party a revised certificate meeting the requirements of this clause subsection (ciii)); (div) copies of [intentionally omitted]; (v) the certificates of incorporation or formation (or the equivalent) of each CHR Party 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 organizedorganized as of a recent date acceptable to each Agent, together with a copy of the by-laws, limited liability company agreement by‑laws (or the equivalent) of each CHR Party, all of the foregoing Seller Party and each Originator duly certified by the secretary or an assistant secretary of each such Personentity; (evi) acknowledgment copies of proper financing statements (form UCC-1UCC‑1) or amendments to already filed financing statements (form UCC-3), filed on or prior to the date of the initial Purchase, naming (ix) each Originator as the debtor/debtor and seller of Receivables, (iiy) Seller as purchaser/assignor secured party or any other authorized person and purchaser and (iiiz) Administrative Agent as secured party/total assignee of Sellerassignee; and/or other similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, Investors’ interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (fvii) acknowledgment copies of proper financing statements (form UCC-1Form UCC‑1), filed on or prior to the date of the initial Purchase, naming (ix) Seller as the debtor/debtor and seller of Receivables or any undivided percentage ownership interest therein, and (iiy) Administrative Agent as the secured party/purchaser; or other other, similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Administrative Agent’s(A) Investors’ undivided percentage ownership interests and (B) the security interest referred to in Section 9.1, on behalf of the Affected Parties’, interests in each case in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (gviii) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all effective financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents subsections (vi) and (vii) above and in such other jurisdictions and from such other Persons that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (iix) duly executed copies of Lock-Box Lockbox Agreements with each Lock-Box Bankof the Lockbox Banks with respect to each of the Lockbox Accounts; (jx) favorable opinions (including with respect of Xxxxx Day LLP, counsel for the Seller, the Master Servicer, Lennox International and the Originators, as to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to such matters as the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance GuarantorAdministrative Agent may reasonably request; (kxi) duly executed copies of the Sale Agreement, confirmation of the Assurance Agreement and each Fee Letter; (xii) completion of satisfactory due diligence by the Purchasers, Purchaser Agents Administrative Agent and the Administrative Agentits counsel; (lxiii) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial Cut-Off a Cut‑Off Date of March October 31, 20172011; (mxiv) execution of written notice provided by the Transaction Documents;Seller setting forth the Seller’s Account (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (pxv) 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 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.

Closing Date; Conditions Precedent to Initial Purchase. (a) This Agreement shall become effective on the date hereof (the “Closing Date”), or such later date as on which all of the below conditions in this Section 5.1 5.1(a) have been satisfied. The initial Purchase hereunder (and ; the occurrence effectiveness of the Closing Date) this Agreement is subject to the condition precedent that Administrative each Agent shall have received, on or before the date of such Purchase, received the following, each (unless otherwise indicated) dated such date or another recent date reasonably acceptable to Administrative each Agent and in form and substance satisfactory to Administrative each Agent: (ai) a copy of the resolutions or unanimous written consent, as applicable, of the board of directors, as the case may be, directors (or similar governing body) of each CHR Party required to authorize the executionSeller Party, delivery Lennox International and performance by it of each Originator approving each Transaction Document to be delivered by it hereunder and the transactions contemplated thereby (including for the Seller, customary organizational resolutions)hereby and thereby, certified by its secretary or any other authorized person; (bii) good standing certificates (or the equivalent) for each CHR Party 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 organizedorganized and the Secretary of State (or the equivalent) of the state of its principal place of business; (ciii) a certificate of the secretary or assistant secretary of each CHR Party 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, as applicable, Documents to be delivered by it hereunder (on which certificate Administrative each Agent and Purchasers each Investor may conclusively rely until such time as Administrative Agent Agents shall receive from each CHR Party, as the case may be, a Seller Party a revised certificate meeting the requirements of this clause subsection (ciii)); (div) copies of [intentionally omitted]; (v) the certificates of incorporation or formation (or the equivalent) of each CHR Party 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 organizedorganized as of a recent date acceptable to each Agent, together with a copy of the by-laws, limited liability company agreement by‑laws (or the equivalent) of each CHR Party, all of the foregoing Seller Party and each Originator duly certified by the secretary or an assistant secretary of each such Personentity; (evi) acknowledgment copies of proper financing statements (form UCC-1UCC‑1) or amendments to already filed financing statements (form UCC-3), filed on or prior to the date of the initial Purchase, naming (ix) each Originator as the debtor/debtor and seller of Receivables, (iiy) Seller as purchaser/assignor secured party or any other authorized person and purchaser and (iiiz) Administrative Agent as secured party/total assignee of Sellerassignee; and/or other similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Seller’s and Administrative Agent’s, on behalf of the Affected Parties’, Investors’ interests in the Pool Receivables originated by each such Originator and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (fvii) acknowledgment copies of proper financing statements (form UCC-1Form UCC‑1), filed on or prior to the date of the initial Purchase, naming (ix) Seller as the debtor/debtor and seller of Receivables or any undivided percentage ownership interest therein, and (iiy) Administrative Agent as the secured party/purchaser; or other other, similar instruments or documents documents, as may be necessary or, in the reasonable opinion of Administrative Agent or any Purchaser Agent, desirable under the UCC or any comparable Law law of all appropriate jurisdictions to perfect Administrative Agent’s(A) Investors’ undivided percentage ownership interests and (B) the security interest referred to in Section 9.1, on behalf of the Affected Parties’, interests in each case in the Pool Receivables and the Related Assets and Collections on, and other proceeds of, the foregoingAssets; (gviii) a search report by a nationally recognized search firm provided in writing to Administrative Agent by Master Servicer listing all effective financing statements, state and federal tax or ERISA liens and judgments that name Seller, Master Servicer Seller or any Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to the Transaction Documents subsections (vi) and (vii) above and in such other jurisdictions and from such other Persons that Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Receivables or Related Assets); (h) copies of proper termination statements (form UCC-3) and release documentation each in form and substance reasonably satisfactory to Administrative Agent with respect to any financing statement included in the search report described in clause (g) above, to the extent that any such financing statement set forth therein covers any Pool Receivables or Related Assets; (iix) duly executed copies of Lock-Box Lockbox Agreements with each Lock-Box Bankof the Lockbox Banks with respect to each of the Lockbox Accounts; (jx) favorable opinions (including with respect of Xxxxx Day LLP, counsel for the Seller, the Master Servicer, Lennox International and the Originators, as to creation of security interests (under New York Law) and perfection of security interests, non-consolidation and true sale; and other standard corporate opinions including with respect to enforceability, legality, no conflicts with Law, no conflict with material agreements, Investment Company Act and Xxxxxxx Rule matters) of special counsel to such matters as the CHR Parties; and favorable opinions (including with respect to certain corporate matters) of special counsel to the Performance GuarantorAdministrative Agent may reasonably request; (kxi) duly executed copies of the Sale Agreement, confirmation of the Assurance Agreement and each Fee Letter; (xii) completion of satisfactory due diligence by the Purchasers, Purchaser Agents Administrative Agent and the Administrative Agentits counsel; (lxiii) a pro forma Information Package, prepared in respect of the proposed initial Purchase, assuming an initial Cut-Off a Cut‑Off Date of March October 31, 20172011; (mxiv) execution of written notice provided by the Transaction Documents;Seller setting forth the Seller’s Account (n) payment by CHR or Seller of each Purchaser’s and Administrative Agent’s expenses, to the extent set forth herein and in the other Transaction Documents; (o) Internal Revenue Service Form W-9 of the Seller and each Originator; and (pxv) 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. 8 to this Agreement, dated as of the Eighth Amendment Date, the BTMU Purchaser Group Limit is being changed to the amount set forth herein and the PNC 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 PNC Purchaser Group so that after giving effect thereto, each Purchaser Group shall hold its Pro Rata Share (as determined pursuant to clause (b) of the definition thereof) of the Invested Amount outstanding at such time. On the Eighth Amendment Date, the applicable Investors in the PNC 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.