Common use of Order of Application Clause in Contracts

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).

Order of Application. Upon receipt by each Purchaser Agent Master Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to each Purchaser Agent ratably (based on the aggregate accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously unpaid Yield) Yield accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches for the extent owing to such Purchasers in its Purchaser GroupGroup howsoever funded or maintained during the related Settlement Period; (ii) to each Purchaser Agent ratably (based on the Investors’ Share of such Purchaser Agent’s Purchaser Group of aggregate accrued and unpaid Program Fee) the accrued and unpaid Servicing Program Fee (if the Master Servicer is not Lennox or for its Affiliate)Purchaser Group; (iii) to such Purchaser Agent’s Purchaser Group’s Pro Rata Share of the Program Master Servicer all accrued and unpaid Master Servicing Fee and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee (if Master Servicer is not paid on a prior Settlement DateCHR or an Affiliate thereof); (iv) to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Commitment Fee) the accrued and unpaid Commitment Fee for its Purchaser Group; (v) to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (i), (ii) or (iv) above); (vi) to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of the Invested Amount on a pro-rata basisPurchasers’ Total Investment, to the extent such reduction is required under Section 3.1(c)) or 3.2(b) or, (and a corresponding reduction during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, with respect to each applicable Purchaser Group’s , first, to pay any outstanding Commercial Paper funding or maintaining the related Purchaser Group Invested Amount); (v) Investment and second, 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 ratably reduce the remainder of any the related Purchaser Group which has accrued but is not yet overdue under Section 1.3(c))Investment; (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 each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid Obligations) accrued and unpaid Obligations owed to such Affected Parties; and (viii) to the Termination Date; provided, however, that Master Servicer all amounts received on any Interim Settlement Date accrued and unpaid Master Servicing Fee (if Master Servicer is CHR 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)(van Affiliate thereof).

Order of Application. Upon receipt 34.18.1 The Agent agrees to apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by each Purchaser Agent of funds distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them to the items specified it in the subclauses below, exercise of its rights under the Security Documents in accordance with the order of priority of such subclausesfollowing respective claims: (ia) first, as to accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously accrued Earned Discount, CP Costs and Broken Funding Costs not paid, a sum equivalent to the extent owing amounts payable to such Purchaser Groupthe Agent and the Documentation Agent under the Finance Documents (excluding any amounts received by the Agent pursuant to clause 34.10 (Lenders’ indemnity to the Agent), for the Agent and the Documentation Agent absolutely; (iib) secondly, as to a sum equivalent to the Investors’ Share of such Purchaser Agent’s Purchaser Group of aggregate amount then due and owing to the accrued other Finance Parties (except the Hedging Providers) under the Finance Documents (except any Hedging Contracts), for those Finance Parties (except the Hedging Providers) absolutely, and unpaid Servicing Fee pro-rata to the amounts owing to them under the Finance Documents (if the Master Servicer is not Lennox or its Affiliateexcept any Hedging Contracts); (iiic) thirdly, until such time as the Agent is satisfied that all obligations owed to such Purchaser Agent’s Purchaser Group’s Pro Rata Share of the Program Fee Finance Parties (except the Hedging Providers) have been irrevocably and unconditionally discharged in full, held by the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee not paid Agent on a prior Settlement Datesuspense account for payment of any further amounts owing to the Finance Parties (except the Hedging Providers) under the Finance Documents (except any Hedging Contracts) and further application in accordance with this clause 34.18.1 as and when any such amounts later fall due; (ivd) fourthly, as to a sum equivalent to the reduction of the Invested Amount on a pro-rata basis, aggregate net amount then due to the extent such reduction is required Hedging Providers but unpaid under Section 3.1(c)any Hedging Contracts, (for the Hedging Providers absolutely, and a corresponding reduction pro rata to each applicable Purchaser Group’s Purchaser Group Invested Amount)the net amounts owing to them under those Hedging Contracts; (ve) fifthly, to such other accrued and unpaid amounts owing to any Investor or any Agent hereunder persons (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)); (viif any) as are legally entitled thereto in priority 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)Obligors; and (viif) to purchase newly originated Receivables prior sixthly, as to the Termination Date; providedbalance (if any), howeverfor the Obligors by or from whom or from whose assets the relevant amounts were paid, received or recovered or other person entitled to them. 34.18.2 The Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that all (without prejudice to any other provision contained in any of the Security Documents) the Agent, any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Agent, such other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of their respective claims against the Borrower or any other person liable. 34.18.3 The Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts received on any Interim Settlement Date or Weekly Settlement Date shall expressed to be applied due to the other Finance Parties as referred to in this clause 34.18 by distributing the same in accordance with clause 37 (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)(vPayment mechanics).

Order of Application. Upon receipt by each Purchaser Agent Master Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to each Purchaser Agent ratably (based on the aggregate accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously unpaid Yield) Yield accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches for the extent owing to such Purchasers in its Purchaser GroupGroup howsoever funded or maintained during the related Settlement Period; (ii) to each Purchaser Agent ratably (based on the Investors’ Share of such Purchaser Agent’s Purchaser Group of aggregate accrued and unpaid Program Fee) the accrued and unpaid Servicing Program Fee (if the Master Servicer is not Lennox or for its Affiliate)Purchaser Group; (iii) to such Purchaser Agent’s Purchaser Group’s Pro Rata Share of the Program Master Servicer all accrued and unpaid Master Servicing Fee and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee (if Master Servicer is not paid on a prior Settlement DateCHR or an Affiliate thereof); (iv) to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Commitment Fee) the accrued and unpaid Commitment Fee for its Purchaser Group; (v) to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (i), (ii) or (iv) above); (vi) to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of the Invested Amount on a pro-rata basisPurchasers’ Total Investment, to the extent such reduction is required under Section 3.1(c)) or 3.2(b) or, (and a corresponding reduction during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, with respect to each applicable Purchaser Group’s , first, to pay any outstanding Commercial Paper Notes funding or maintaining the related Purchaser Group Invested Amount); (v) Investment and second, 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 ratably reduce the remainder of any the related Purchaser Group which has accrued but is not yet overdue under Section 1.3(c))Investment; (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 each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid Obligations) accrued and unpaid Obligations owed to such Affected Parties; and (viii) to the Termination Date; provided, however, that Master Servicer all amounts received on any Interim Settlement Date accrued and unpaid Master Servicing Fee (if Master Servicer is CHR 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)(van Affiliate thereof).

Order of Application. Upon receipt (a) Any amounts paid by each Purchaser Agent of funds distributed the Lenders pursuant to this Section 3.1, such Purchaser Agent a Cash Request shall apply them be deemed to the items specified be applied (firstly) in the subclauses below, payment of any outstanding and unpaid Purchase Price and (secondly) in the order drawing of priority a Revolving Loan. (b) The Lenders' obligation to pay the Purchase Price of such subclauses: any Receivable (or any unpaid portion of it) shall terminate on the earlier of (i) to accrued Earned Discount, CP Costs the date on which the relevant account debtor pays such Receivable 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) the Maturity Date. (c) If a Borrower delivers a Cash Request in an amount which exceeds the Total Availability attributable to the Investors’ Share of Borrower, then the Agent may in their discretion nevertheless agree to make the requested Utilisation available. In that event, the Agent shall impose an equivalent Reserve against other Borrowers in such Purchaser Agent’s Purchaser Group order and manner as it may reasonably see fit. (d) Where, as a result of the accrued and unpaid Servicing Fee application of sub-clause (if c) above, any moneys paid by the Master Servicer is not Lennox or its AffiliateLenders to a Borrower (the "DEBTOR COMPANY") represent payment of Purchase Price in relation to the Purchased Receivables of another Obligor (the "CREDITOR COMPANY") then (without double counting with the provisions of Clause 6.7 (Deemed Utilisations); ) the Creditor Company shall be deemed to have made an on-demand loan (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; (ivan "INTERCOMPANY LOAN") to the reduction of the Invested Amount on a pro-rata basis, Debtor Company in an amount equal 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 amount of such Purchaser payment by the Lenders. Nothing in this Clause 7.3(d) shall derogate from or affect the Agent’s Purchaser Group of the accrued and unpaid Servicing Fee 's right to establish sub-limits or to take any other action pursuant to Clause 6.5 (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)(vAdjustments).

Order of Application. Upon receipt by each Purchaser Agent Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to each Purchaser Agent ratably (based on the aggregate accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously unpaid Yield) Yield accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches for the extent owing to such Purchasers in its Purchaser GroupGroup howsoever funded or maintained during the related Settlement Period; (ii) to each Purchaser Agent ratably (based on the Investors’ Share of such Purchaser Agent’s aggregate accrued and unpaid Unused Fee) the accrued and unpaid Unused Fee for its Purchaser Group of and to the accrued and unpaid Program Fee for its Purchase Group; (iii) to the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox CHS or its Affiliatean Affiliate thereof); (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 Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of Fees for Services as Custodian for Cofina Funding, LLC “Seller” MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), “Administrative Agent” Secured Facility, dated as of July 21, 2016; (v) to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (ii) above); (vi) to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of the Invested Amount on a pro-rata basisTotal Investment, to the extent such reduction is required under Section 3.1(c)) or 3.2(c) or, (and a corresponding reduction during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, with respect to each applicable Purchaser Group’s , as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Invested Amount)Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment; (vvii) prior to the Liquidation Period, and as long as no Event of Default has occurred and is continuing, to the Seller to be used as a Reinvestment to acquire additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date; (viii) to other (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid amounts owing Obligations) accrued and unpaid Obligations owed 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))such Affected Parties; (viix) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is Lennox CHS or its Affiliatean Affiliate thereof); and (viix) to purchase newly originated Receivables prior to the Termination Date; providedSeller, 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)remaining amounts.

Order of Application. Upon receipt by each Purchaser Agent the Administrator of funds distributed on or prior to a Settlement Date or on the last day of any Yield Period pursuant to SECTION 1.03, SECTION 1.04 or this Section 3.1SECTION 3.01, such Purchaser Agent the Administrator shall apply them such funds on such Settlement Date or on the last day of such Yield Period, as applicable, to the items specified in the subclauses below, in the order of priority of such subclauses: (i) to Earned Discount accrued Earned Discountduring such Settlement Period with respect first, CP Costs to Liquidity Loans, next to Commercial Paper Notes and Broken Funding Costslast to Credit Draws, plus and then to any previously accrued Earned Discount, CP Costs and Broken Funding Costs Discount not paidpaid on a prior Settlement Date with respect first, to the extent owing Liquidity Loans, next to such Purchaser GroupCommercial Paper Notes, and last to Credit Draws; (ii) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing Master Servicer's Fee (if the Master Servicer is not Lennox Seller or its Affiliate); (iii) to such Purchaser Agent’s Purchaser Group’s Pro Rata Share of the Program Fee, the Liquidity Fee and the Unused Concentration Fee accrued during such Collection Period, plus Settlement Period in that order and then to any previously accrued Program Fee, Liquidity Fee and Unused Concentration Fee not paid on a prior Settlement Date, in that order; (iv) to the reduction of the Invested Amount on a pro-rata basisPurchaser's Total Investment, 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 AmountSECTION 3.01(c)(iii); (v) to other accrued and unpaid amounts owing to any Investor or any Agent Purchaser hereunder (except Earned Discount on any Asset Tranche funded by a Liquidity Funding of any Purchaser Group Loan or a Concentration Draw which has accrued but is not yet overdue under Section 1.3(cSECTION 1.03(c)); (vi) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing amounts owing to the Relationship Bank; (vii) to accrued and unpaid Master Servicer's Fee (if the Master Servicer is Lennox Seller or its Affiliate); and (viiviii) to purchase newly originated Receivables outstanding Ford Concentration Draws and Chrysler Concentration Draws ratably according to outstanding principal amounts, together with accrued interest thereon. Notwithstanding anything to the contrary in this CLAUSE (d): (i) on each Business Day prior to the Termination Date; provided, however, that all amounts Ford Collections and Chrysler Collections received on any Interim Settlement Date or Weekly Settlement Date such day shall be applied by the Administrator to any outstanding Ford Concentration Draw and accrued interest thereon or Chrysler Concentration Draw and accrued interest thereon, as applicable, until each such Concentration Draw and the amount of accrued interest thereon is reduced to zero, and (xii) with respect to amounts received on any Weekly Settlement each Business Day on and after the Termination Date, as provided in Section 3.1(c)(iiall amounts withdrawn from the Ford Excess Collateral Account or the Chrysler Excess Collateral Account and paid to the Administrator pursuant to SECTION 1.04(c) shall be applied by the Administrator to any outstanding Ford Concentration Draw and (y) with respect to amounts received on any Interim Settlement Dateaccrued interest thereon or Chrysler Concentration Draw and accrued interest thereon, as provided in Section 3.1(c)(v)applicable, until each such Concentration Draw and the amount of accrued interest thereon is reduced to zero.

Order of Application. Upon receipt by each Purchaser Agent Agent, on the related Purchaser’s behalf, 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’ related Purchaser’s Share of such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing Servicer’s Fee (if the Master Servicer is not Lennox the Seller 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 Settlement 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-pro rata basisbasis and the reduction of any Purchaser Group Invested Amount, 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 Purchaser or any Agent hereunder (except Earned Discount on any Asset Tranche funded by a Liquidity Funding of any Purchaser Group Group, as the case may be, which has accrued but is not yet overdue under Section 1.3(c)); (vi) to the Investors’ related Purchaser’s Share of such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing Servicer’s Fee (if the Master Servicer is Lennox the Seller or its Affiliate); and (vii) to purchase newly originated Receivables prior to during 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)Revolving Period.

Order of Application. Upon receipt by Agent or each Purchaser Agent Agent, as applicable, of funds distributed pursuant to this Section 3.13.1 with respect to any Settlement Period, Agent or such Purchaser Agent Agent, as applicable, shall apply them to the items specified in the subclauses below, in the order of priority of such subclauses: (i) to Yield together with any Used Margin accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches howsoever funded or maintained during the extent owing to such Purchaser Grouprelated Settlement Period; (ii) to Undrawn Letter of Credit Fee for its Group; (iii) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of Commitment Fee; (iv) to the Fronting Fee for each related Fronting LOC Issuer, if any; (v) to accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox MPI or its Affiliatean Affiliate thereof); (iiivi) ratably, to such accrued and unpaid amounts owed to each Purchaser Agent hereunder (including all fees payable to Agent’s , Purchaser Group’s Pro Rata Share of Agents, and Purchasers pursuant to the Program Fee and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee not Letter other than fees paid on a prior Settlement Datepursuant to subclauses (i) through (v) above); (ivvii) ratably, to the reduction of the Invested Amount on a pro-rata basisPurchasers’ Total Investment, to the extent such reduction is required under Section 3.1(c)) or, (during the Liquidation Period to be applied first, to cash collateralize the Stated Amount of all outstanding Letters of Credit ratably among each Purchaser Group by depositing such amounts to the applicable Cash Collateral Account and a corresponding reduction second, to each ratably reduce the remainder of the Purchasers’ Total Investment as determined by the applicable Purchaser Group’s Purchaser Group Invested Amount)Agent; (vviii) to other accrued and unpaid amounts owing to any Investor Purchaser, LOC Issuer, Agent 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));other Secured Party hereunder; and (viix) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing Fee (if the Master Servicer is Lennox MPI or its Affiliatean Affiliate thereof); 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).. 29 Mylan

Order of Application. Upon receipt by each Purchaser Agent Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to each Purchaser Agent ratably (based on the aggregate accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously unpaid Yield) Yield accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches for the extent owing to such Purchasers in its Purchaser GroupGroup howsoever funded or maintained during the related Settlement Period; (ii) to each Purchaser Agent ratably (based on the Investors’ Share of such Purchaser Agent’s aggregate accrued and unpaid Unused Fee) the accrued and unpaid Unused Fee for its Purchaser Group of and to the accrued and unpaid Program Fee for its Purchase Group; (iii) to the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox CHS or its Affiliatean Affiliate thereof); (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 Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of Fees for Services as Custodian for Cofina Funding, LLC “Seller” The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, “Administrative Agent” Secured Facility, dated as of July 21, 2016; (v) to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (ii) above); (vi) to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of the Invested Amount on a pro-rata basisTotal Investment, to the extent such reduction is required under Section 3.1(c)) or 3.2(c) or, (and a corresponding reduction during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, with respect to each applicable Purchaser Group’s , first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Invested Amount)Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment; (vvii) to other (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid amounts owing Obligations) accrued and unpaid Obligations owed 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));such Affected Parties; and (viviii) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is Lennox CHS 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)(van Affiliate thereof).

Order of Application. Upon receipt by each Purchaser Agent Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to each Purchaser Agent ratably (based on the aggregate accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously unpaid Yield) Yield accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches for the extent owing to such Purchasers in its Purchaser GroupGroup howsoever funded or maintained during the related Settlement Period; (ii) to each Purchaser Agent ratably (based on the Investors’ Share of such Purchaser Agent’s aggregate accrued and unpaid Unused Fee) the accrued and unpaid Unused Fee for its Purchaser Group of and to the accrued and unpaid Program Fee for its Purchaser Group; (iii) to the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox CHS or its Affiliatean Affiliate thereof); (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 Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of Fees for Services as Custodian for Cofina Funding, LLC “Seller” MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), “Administrative Agent” Secured Facility, dated as of July 21, 2016; (v) to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (ii) above); (vi) (A) after the occurrence of the Specified Purchase Termination Date until the Specified Final Payout Date, and so long as (x) no Liquidation Period is continuing (other than a Liquidation Period that is solely the result of the occurrence of the Specified Purchase Termination Date), (y) after giving effect to such payment the Total Investment would not exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time, or (z) no Event of Default has occurred that has not been waived in accordance with this Agreement, to each Purchaser Agent of a Specified Purchaser ratably (based on the related Purchaser Group Investment over the aggregate Purchaser Group Investment of all Specified Purchasers), the reduction of the Invested Amount related Purchaser Group Investment until such Purchaser Group Investment with respect to each such Purchaser Group is zero ($0.00), as set forth on a pro-rata basisNotice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) 755931971 16509877 funding or maintaining the related Purchaser Group Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment, (B) prior to the Liquidation Period or the occurrence of an Event of Default, (I) first, to each Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment), the reduction of Total Uncommitted Investment, with respect to each Purchaser Group, and (II) second, to each Purchaser Agent ratably (based on the related Purchaser Group Committed Investment), the reduction of Total Committed Investment, with respect to each Purchaser Group, in each case of clause (I) and (II) above to the extent such reduction is required under Section 3.1(c) or 3.2(c) and as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and second, to ratably reduce the remainder of the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and (C) during the Liquidation Period (other than a Liquidation Period that is solely the result of the occurrence of the Specified Purchase Termination Date) or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of Total Investment, to the extent such reduction is required under Section 3.1(c) or 3.2(c), (and a corresponding reduction with respect to each applicable Purchaser Group’s , as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Invested Amount)Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment; (vvii) prior to the Liquidation Period, and as long as no Event of Default has occurred and is continuing, to the Seller to be used as a Reinvestment to acquire additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date; (viii) to other (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid amounts owing Obligations) accrued and unpaid Obligations owed 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))such Affected Parties; (viix) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is Lennox CHS or its Affiliatean Affiliate thereof); and (viix) to purchase newly originated Receivables prior to the Termination Date; providedSeller, 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)remaining amounts.

Order of Application. Upon receipt by the Agent on any Yield Payment Date of funds deposited pursuant to SUBSECTION (b), the Agent shall distribute them to the Investors, PRO RATA based on the amount of accrued and unpaid Yield owing to each Purchaser of them, in payment of the accrued and unpaid Yield on the Portion of Investment for the related Rate Period. Upon receipt by the Agent of funds distributed deposited pursuant to this Section 3.1SUBSECTION (b), such Purchaser the Agent shall apply distribute them to the items specified in Persons, for the subclauses below, purposes and in the order of priority of such subclausesset forth below: (i) pro rata to accrued Earned Discounteach Hedge Counterparty (based on the amount payable thereto under this CLAUSE (i)), CP Costs and Broken Funding any amounts (other than any Hedge Breakage Costs, plus any previously accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to the extent ) owing to such Purchaser Groupthat Hedge Counterparty under its Hedging Agreement in respect of any Hedge Transactions, for the payment thereof; (ii) to the Investors’ Share , PRO RATA based on the amount of such Purchaser Agent’s Purchaser Group accrued and unpaid Yield owing to each of them, in payment of the accrued and unpaid Yield on all Portions of Investment for the related Rate Period; (iii) if the Originator or any Affiliate of the Originator is not then the Servicer, to the Servicer in payment of the accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox or its Affiliate); (iii) to payable on 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 Investors, PRO RATA based on their respective interests in the Asset Interest (as determined in accordance with SECTION 2.1(b)) except as otherwise provided in SECTION 3.3(b), in 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)Net Investment; (v) to other accrued and unpaid amounts owing to any the Agent, the Administrator, the applicable Investor or any Agent hereunder (except Earned Discount on any Asset Tranche funded by a Liquidity Funding such other Person as may be entitled to such payment, in payment of any Purchaser Group which has accrued but is not yet overdue under Section 1.3(cother Aggregate Unpaids owed by the SPV or the Guarantor hereunder to such Person (other than Net Investment, Yield and Servicing Fee));; and 100 (vi) if the Originator or any Affiliate of the Originator is the Servicer, to the Investors’ Share of such Purchaser Agent’s Purchaser Group Servicer in payment 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 payable on any Interim Settlement Date or Weekly Settlement Date shall be applied (x) with respect to amounts received on any Weekly such Settlement Date, as provided in Section 3.1(c)(iito the extent not paid pursuant to CLAUSE (ii) and above or retained pursuant to SUBSECTION (yb) with respect to amounts received on any Interim Settlement Date, as provided in Section 3.1(c)(v)above.

Order of Application. Upon receipt by each Purchaser Agent Agent, on the related Purchaser’s behalf, 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’ related Purchaser’s 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 the Unused Fee not paid on a prior Settlement Date; (iv) to the reduction of the Invested Amount on a pro-rata basisbasis and the reduction of any Purchaser Group Invested Amount, 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 Purchaser or any Agent hereunder (except Earned Discount on any Asset Tranche funded by an Alternate Funding or a Liquidity Funding of any Purchaser Group Group, as the case may be, which has accrued but is not yet overdue under Section 1.3(c)); (vi) to the Investors’ related Purchaser’s 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 during the Termination DateRevolving Period; 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).

Order of Application. Upon receipt by The Servicer shall distribute the funds relating to each Purchaser Agent Receivable Pool (and in respect of funds the accrued and unpaid Yield referred to in clause (ii) below, first from Cap Payments received since the prior Cut-Off Date, if any) required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to accrued Earned Discount, CP Costs the Collateral Agent and Broken Funding Costs, plus any previously accrued Earned Discount, CP Costs the Administrative Agents in respect of all expenses and Broken Funding Costs not paid, Indemnified Amounts payable to the extent owing Collateral Agent and the Administrative Agents (solely in their capacities as such) under this Agreement and the other Transaction Documents and allocated to such Purchaser GroupReceivable Pool in accordance with Section 8.2; provided, that, the aggregate amount paid under this Section 3.1(d)(i) shall not exceed $400,000 in any calendar year; (ii) to the Investors’ applicable Administrative Agent in respect of such Receivable Pool (in the case of Fees) and each Purchaser Agent (in the case of Yield and Fees) ratably (based on the aggregate accrued and unpaid Yield and Fees payable to them and the members of their respective Purchaser Groups) Yield accrued and unpaid on all Rate Tranches relating to such Receivable Pool for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period and to the accrued and unpaid Fees relating to such Receivable Pool for its Purchaser Group (or for itself in the case of the applicable Administrative Agent); (iii) to the Servicer, such Receivable Pool’s Pro Rata Share of such Purchaser Agent’s Purchaser Group of the all accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox Sprint Spectrum or its Affiliatean Affiliate of Sprint Corporation); (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 each Purchaser Agent ratably (based on their respective Purchaser Group Investments) in respect of such Receivable Pool, to the reduction of the Invested Amount on a pro-rata basisPurchasers’ Pool Investment in respect of such Receivable Pool (x) if clause (y) below does not then apply, to the extent such reduction is required under Section 3.1(c)) or 3.2(b) or (y) during the Liquidation Period or during the continuance of an Event of Termination, Collection Control Event or a Non-Reinvestment Event, first (1) to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to zero, and a corresponding (2) then to reduce the Purchasers’ Pool Investment in respect of the other Receivable Pool to zero; provided, that for the avoidance of doubt, any amounts paid to any Purchaser Agent pursuant to this clause (iii) shall be applied in reduction to each applicable of the Investment of the relevant Purchasers in such Purchaser Agent’s Purchaser Group’s Purchaser Group Invested Amount); (v) to the extent not paid pursuant to Section 3.1(d)(i) above, to the Collateral Agent and the Administrative Agents in respect of all expenses and Indemnified Amounts payable to the Collateral Agent and the Administrative Agents (solely in their capacities as such) under this Agreement and the other accrued Transaction Documents and unpaid amounts owing allocated 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 such Receivable Pool in accordance with Section 1.3(c))8.2; (vi) to each Purchaser Agent ratably (based on the Investors’ Share of aggregate accrued and unpaid Obligations owing to their respective Purchaser Groups) all accrued and unpaid Obligations owed to any Affected Parties in such Purchaser Agent’s Purchaser Group of (x) first, to the accrued unpaid Obligations to the extent that such Obligations have been allocated to such Receivable Pool in accordance with Section 8.2, and (y) second, to the unpaid Servicing Fee (if Obligations to the Master Servicer is Lennox or its Affiliate)extent that such Obligations have been allocated to the other Receivable Pool; and (vii) to purchase newly originated Receivables prior the Servicer (i) first, to accrued and unpaid Servicing Fee relating to such Receivable Pool in an amount equal to such Receivable Pool’s Pro Rata Share of such Servicing Fee and (ii) second, to the Termination Date; provided, however, that all amounts received on any Interim Settlement Date accrued and unpaid Servicing Fee in an amount equal to the other Receivable Pool’s Pro Rata Share of such Servicing Fee (in each case if the Servicer is Sprint Spectrum 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)(van Affiliate of Sprint Corporation).

Order of Application. Upon receipt by The Servicer shall distribute the funds relating to each Purchaser Agent Receivable Pool (and in respect of funds the accrued and unpaid Yield referred to in clause (ii) below, first from Cap Payments received since the prior Cut-Off Date, if any) required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: (i) to accrued Earned Discount, CP Costs the Collateral Agent and Broken Funding Costs, plus any previously accrued Earned Discount, CP Costs the Administrative Agents in respect of all expenses and Broken Funding Costs not paid, Indemnified Amounts payable to the extent owing Collateral Agent and the Administrative Agents (solely in their capacities as such) under this Agreement and the other Transaction Documents and allocated to such Purchaser GroupReceivable Pool in accordance with Section 8.2; provided, that, the aggregate amount paid under this Section 3.1(d)(i) shall not exceed $600,000 in any calendar year; (ii) to the Investors’ applicable Administrative Agent in respect of such Receivable Pool (in the case of Fees) and each Purchaser Agent (in the case of Yield and Fees) ratably (based on the aggregate accrued and unpaid Yield and Fees payable to them and the members of their respective Purchaser Groups) Yield accrued and unpaid on all Rate Tranches relating to such Receivable Pool for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period and to the accrued and unpaid Fees relating to such Receivable Pool for its Purchaser Group (or for itself in the case of the applicable Administrative Agent); (iii) to the Servicer, such Receivable Pool’s Pro Rata Share of such Purchaser Agent’s Purchaser Group of the all accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox Sprint Spectrum or its Affiliatean Affiliate of Sprint Corporation); (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 each Purchaser Agent ratably (based on their respective Purchaser Group Investments) in respect of such Receivable Pool, to the reduction of the Invested Amount on a pro-rata basisPurchasers’ Pool Investment in respect of such Receivable Pool (x) if clause (y) below does not then apply, to the extent such reduction is required under Section 3.1(c)) or 3.2(b) or (y) during the Liquidation Period or during the continuance of an Event of Termination, Collection Control Event or a Non-Reinvestment Event, (1) first, to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to zero, and a corresponding (2) second, then to reduce the Purchasers’ Pool Investment in respect of the other Receivable Pool to zero; provided, that for the avoidance of doubt, any amounts paid to any Purchaser Agent pursuant to this clause (iv) shall be applied in reduction to each applicable of the Investment of the relevant Purchasers in such Purchaser Agent’s Purchaser Group’s Purchaser Group Invested Amount); (v) to the extent not paid pursuant to Section 3.1(d)(i) above, to the Collateral Agent and the Administrative Agents in respect of all expenses and Indemnified Amounts payable to the Collateral Agent and the Administrative Agents (solely in their capacities as such) under this Agreement and the other accrued Transaction Documents and unpaid amounts owing allocated 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 such Receivable Pool in accordance with Section 1.3(c))8.2; (vi) to each Purchaser Agent ratably (based on the Investors’ Share of aggregate accrued and unpaid Obligations owing to their respective Purchaser Groups) all accrued and unpaid Obligations owed to any Affected Parties in such Purchaser Agent’s Purchaser Group of (x) first, to the accrued unpaid Obligations to the extent that such Obligations have been allocated to such Receivable Pool in accordance with Section 8.2, and (y) second, to the unpaid Servicing Fee (if Obligations to the Master Servicer is Lennox or its Affiliate)extent that such Obligations have been allocated to the other Receivable Pool; and (vii) to purchase newly originated Receivables prior the Servicer (i) first, to accrued and unpaid Servicing Fee relating to such Receivable Pool in an amount equal to such Receivable Pool’s Pro Rata Share of such Servicing Fee and (ii) second, to the Termination Date; provided, however, that all amounts received on any Interim Settlement Date accrued and unpaid Servicing Fee in an amount equal to the other Receivable Pool’s Pro Rata Share of such Servicing Fee (in each case if the Servicer is Sprint Spectrum 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)(van Affiliate of Sprint Corporation).

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).

Order of Application. Upon receipt by each Purchaser Agent Agent, on the related Purchaser's behalf, 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’ related Purchaser's 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 's Pro Rata Share of the Program Fee and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and the Unused Fee not paid on a prior Settlement Date; (iv) to the reduction of the Invested Amount on a pro-rata basisbasis and the reduction of any Purchaser Group Invested Amount, 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 Purchaser or any Agent hereunder (except Earned Discount on any Asset Tranche funded by a Liberty Street Alternate Funding or a Liquidity Funding of any Purchaser Group Group, as the case may be, which has accrued but is not yet overdue under Section 1.3(c)); (vi) to the Investors’ related Purchaser's 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 during 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)Revolving Period.

Order of Application. Upon receipt by Agent or each Purchaser Agent Agent, as applicable, of funds distributed pursuant to this Section 3.13.1 with respect to any Settlement Period, Agent or such Purchaser Agent Agent, as applicable, shall apply them to the items specified in the subclauses below, in the order of priority of such subclauses: (i) to Yield together with any Used Margin accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously accrued Earned Discount, CP Costs and Broken Funding Costs not paid, to unpaid on all Rate Tranches howsoever funded or maintained during the extent owing to such Purchaser Grouprelated Settlement Period; (ii) to Undrawn Letter of Credit Fee for its Group; (iii) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of Commitment Fee; (iv) to the Fronting Fee for each related Fronting LOC Issuer, if any; (v) to accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox MPI or its Affiliatean Affiliate thereof); (iiivi) ratably, to such accrued and unpaid amounts owed to each Purchaser Agent hereunder (including all fees payable to Agent’s , Purchaser Group’s Pro Rata Share of Agents, and Purchasers pursuant to the Program Fee and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee not Letter other than fees paid on a prior Settlement Datepursuant to subclauses (i) through (v) above); (ivvii) ratably, to the reduction of the Invested Amount on a pro-rata basisPurchasers’ Total Investment, to the extent such reduction is required under Section 3.1(c)) or, (during the Liquidation Period to be applied first, to cash collateralize the Stated Amount of all outstanding Letters of Credit ratably among each Purchaser Group by depositing such amounts to the applicable Cash Collateral Account and a corresponding reduction second, to each ratably reduce the remainder of the Purchasers’ Total Investment as determined by the applicable Purchaser Group’s Purchaser Group Invested Amount);Agent. (vviii) to other accrued and unpaid amounts owing to any Investor Purchaser, LOC Issuer, Agent 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));other Secured Party hereunder; and (viix) to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing Fee (if the Master Servicer is Lennox MPI 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)(van Affiliate thereof).

Order of Application. Upon receipt by The Collateral Agent shall, on each Purchaser Agent of funds distributed pursuant to this Section 3.1Settlement Date, such Purchaser Agent shall apply them to the items specified extent funds are available in the subclauses belowCollateral Agent’s Account, distribute the related Monthly Collections for the following purposes and in the following order of priority of such subclausespriority: (i) to the Servicer, all accrued Earned Discount, CP Costs then due 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 Groupunpaid Servicing Fee; (ii) to the Investors’ Share Collateral Agent and the Administrative Agent in respect of such Purchaser Agent’s Purchaser Group of all costs, expenses, Fees and Indemnified Amounts then due and payable to the accrued Collateral Agent and unpaid Servicing Fee the Administrative Agent (if solely in their capacities as such) under this Agreement and the Master Servicer is other Transaction Documents; provided, that the expenses and Indemnified Amounts payable under this clause (i) on any Settlement Date shall not Lennox or its Affiliate)in the aggregate exceed $500,000; (iii) on a pari passu basis, to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield and Fees due and payable to them and the members of their respective Purchaser Groups) Yield accrued and unpaid on all Rate Tranches relating to the Receivable Pool for the Purchasers in its Purchaser Group howsoever funded or maintained during (x) in respect of Yield calculated at the CP Rate, the related Settlement Period and (y) in respect of Yield calculated at the Bank Rate, the Yield Period ending immediately prior to such Settlement Date and to the accrued and unpaid Fees for its Purchaser Agent’s Purchaser Group’s Pro Rata Share of the Program Fee Group then due and the Unused Fee accrued during such Collection Period, plus any previously accrued Program Fee and Unused Fee not paid on a prior Settlement Datepayable; (iv) to the Purchaser Agents to the reduction of the Invested Amount on a pro-rata basisPurchasers’ Pool Investment (A) if clause (C) below does not apply, to reduce, to the extent such reduction is required under necessary, the Pool Deficiency Amount to zero in the priority set forth in Section 3.1(c3.1(e), ratably (and a corresponding based upon the respective amounts of reduction of Investment owed to each applicable Purchaser Group in respect of each application to the Purchasers in each such Purchaser Agent’s Purchaser Group), determined without taking into account any Receivables to be acquired by the Purchasers on such Settlement Date, (B) if clause (C) below does not apply, in the amount required pursuant to Section 3.2(b), ratably (based upon their respective Purchaser Group Investments), determined SK 28677 0004 8417431 v39 without taking into account any Receivables to be acquired by the Purchasers on such Settlement Date, or (C) during the continuance of an Event of Termination or an Unmatured Event of Termination or following the Purchase Termination Date, ratably (based upon their respective Purchaser Group Investments) to reduce the Purchasers’ Pool Investment to zero; provided, that for the avoidance of doubt, any amounts paid to any Purchaser Agent pursuant to this clause (iv) shall be applied in reduction of the Investment of the relevant Purchasers in such Purchaser Agent’s Purchaser Group Invested Amount)Group; (v) to other the Purchaser Agents and the Purchasers ratably (based on the aggregate accrued and unpaid amounts owing Seller Obligations owing) in respect of all costs, expenses and Indemnified Amounts due and payable to any Investor or any Agent hereunder the Purchaser Agents and the Purchasers (except Earned Discount on any Asset Tranche funded by a Liquidity Funding of any Purchaser Group which has accrued but is not yet overdue solely in their capacities as such) under Section 1.3(c))this Agreement and the other Transaction Documents; (vi) first, ratably (based upon the amounts due and payable), to the Investors’ Share Collateral Agent and the Administrative Agent in respect of expenses and Indemnified Amounts due and payable to the Collateral Agent and the Administrative Agent, to the extent such amounts were not paid pursuant to clause (i) above, and second, to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Seller Obligations owing to their respective Purchaser Groups) all accrued and unpaid other Seller Obligations due and payable to any Affected Parties in such Purchaser Agent’s Purchaser Group of the accrued and unpaid Servicing Fee (if the Master Servicer is Lennox or its Affiliate); andGroup; (vii) to purchase newly originated Receivables prior the Seller, for its own account, amounts in respect of payment of the RPA Deferred Purchase Price; and (viii) to the Termination Date; providedSeller, howeverfor its own account, 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)remaining amounts.

Order of Application. Upon receipt by each Purchaser Agent Servicer (for the benefit of the Affected Parties) shall distribute the funds required to be distributed pursuant to this Section 3.1, such Purchaser Agent shall apply them 3.1 with respect to the items specified in the subclauses belowany Settlement Period, in the following order of priority of such subclausespriority: i. to each Purchaser Agent ratably (ibased on the aggregate accrued and unpaid Yield) Yield accrued and unpaid on all Rate Tranches for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period; ii. to each Purchaser Agent ratably (based on the aggregate accrued Earned Discount, CP Costs and Broken Funding Costs, plus any previously unpaid Unused Fee) the accrued Earned Discount, CP Costs and Broken Funding Costs not paid, unpaid Unused Fee for its Purchaser Group and to the extent owing to such Purchaser accrued and unpaid Program Fee for its Purchase Group; (ii) iii. to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is not Lennox CHS or its Affiliatean Affiliate thereof); iv. to the Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of Fees for Services as Custodian for Cofina Funding, LLC “Seller” MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), “Administrative Agent” Secured Facility, dated as of July 21, 2016; v. to Administrative Agent and each Purchaser Agent ratably (based on the aggregate accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (ii) above); (iiiA) prior to such the Liquidation Period or the occurrence of an Event of Default, (I) first, to each Purchaser Agent’s Agent ratably (based on the related Purchaser Group’s Pro Rata Share of the Program Fee and the Unused Fee accrued during such Collection PeriodGroup Uncommitted Investment), plus any previously accrued Program Fee and Unused Fee not paid on a prior Settlement Date; (iv) to the reduction of Total Uncommitted Investment, with respect to each Purchaser Group, and (II) second, to each Purchaser Agent ratably (based on the Invested Amount related Purchaser Group Committed Investment), the reduction of Total Committed Investment, with respect to each Purchaser Group, in each case of clause (I) and (II) above to the extent such reduction is required under Section 3.1(c) or 3.2(c) and as set forth on a pro-rata basisNotice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and second, to ratably reduce the remainder of the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and (B) during the Liquidation Period or after the occurrence of an Event of Default that has not been waived in accordance with this Agreement, to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of Total Investment, to the extent such reduction is required under Section 3.1(c) or 3.2(c), (and a corresponding reduction with respect to each applicable Purchaser Group’s , as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Invested Amount)Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment; vii. prior to the Liquidation Period, and as long as no Event of Default has occurred and is continuing, to the Seller to be used as a Reinvestment to acquire additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date; viii. to (vA) the Custodian, any fees and expenses then due and payable to other the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid amounts owing Obligations) accrued and unpaid Obligations owed 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))such Affected Parties; (vi) ix. to the Investors’ Share of such Purchaser Agent’s Purchaser Group of the Servicer all accrued and unpaid Servicing Fee (if the Master Servicer is Lennox CHS or its Affiliatean Affiliate thereof); and (vii) to purchase newly originated Receivables prior x. to the Termination Date; providedSeller, 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)remaining amounts.