Common use of Rights on Servicer Transfer Event Clause in Contracts

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s request and at such Seller Party’s expense, give notice of the Investors’ ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent), (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related Contracts, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s name and on behalf of the Seller Parties which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Quest Diagnostics (or one of its approved Affiliates) pursuant to Section 8.1: (i) The Administrative Agent may, or at the request Any of the Purchaser Agents, shall, Agents may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Loan Party shall, at the Administrative any Agent’s request and at such Seller Loan Party’s expense, give notice of the Investors’ ownership and Administrative Agent’s security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Loan Party shall, at the Administrative any Agent’s request (at the direction of any Purchaser Agent), request: (A) assemble and make available all of the documents, instruments Contracts and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related Contracts, or Records which are otherwise necessary or reasonably desirable to collect such Pool Receivablesthe Collateral, and make the same available to the successor Master Servicer at a such place selected by such Agentor places as the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party of the Loan Parties, the Co-Agents and the Lenders hereby authorizes the Administrative Agent, Agent and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller PartyPerson’s name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Loan Party’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related ContractsContracts and Invoices.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Cadmus pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such the Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and Purchaser hereby authorizes the Administrative Agent, on the Purchaser's behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and the Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Quest Diagnostics (or one of its approved Affiliates) pursuant to Section 8.1: (i) The Administrative Agent may, or at the request Any of the Purchaser Agents, shall, Agents may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Loan Party shall, at the Administrative any Agent’s 's request and at such Seller Loan Party’s 's expense, give notice of the Investors’ ownership and Administrative Agent's security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Loan Party shall, at the Administrative any Agent’s request (at the direction of any Purchaser Agent), 's request: (A) assemble and make available all of the documents, instruments Contracts and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related Contracts, or Records which are otherwise necessary or reasonably desirable to collect such Pool Receivablesthe Collateral, and make the same available to the successor Master Servicer at a such place selected by such Agentor places as the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party of the Loan Parties, the Co-Agents and the Lenders hereby authorizes the Administrative Agent, Agent and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s Person's name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Loan Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related ContractsContracts and Invoices.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox KBK pursuant to Section 8.1SECTION 8.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party Servicer shall, at the Administrative Agent’s Administrator's or Relationship Bank's request and at such Seller Party’s Servicer's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each of Servicer and Seller Party shall, shall at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's or Relationship Bank's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator or the Relationship Bank, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner consistent with the procedures in this Agreement or such added procedures as are acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s Seller's or KBK's name and on behalf of the Seller Parties Seller, KBK and Purchaser which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's, Servicer's or KBK's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts; PROVIDED that the Administrator shall not exercise its rights under such power of attorney unless a Liquidation Event shall have occurred and be continuing.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Parent pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party Parent shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s Parent's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Parent and Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrator. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Parent pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party Parent shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s Parent's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Parent and Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrator. (iv) Each of Seller Party and each Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of the Seller Parties and any Purchaser which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts, provided that, notwithstanding anything to the contrary set forth herein, in the Purchase and Sale Agreement or in any separate power of attorney granted by Seller or any Originator in connection herewith, the Administrator shall not exercise such power of attorney unless and until a Servicer other than Parent has been appointed pursuant to Section 8.01.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Aspen pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, new Servicer or otherwise to such other address specified by the Administrative Agent or its designeeAgent. (ii) Any Seller Party Aspen and the Borrower shall, at the Administrative Agent’s request and at such Seller Party’s expense, give notice of the Investors’ ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, and copies of the Contracts and Related Assets, and the related ContractsSecurity, or which are otherwise reasonably necessary or desirable to collect service such Pool ReceivablesAssets, and make the same available to the successor Master Servicer at a place selected by such the Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables Assets in a manner reasonably acceptable to the Agents and Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iviii) Each Seller Party of the Borrower, Aspen and the Secured Parties hereby authorizes authorize the Administrative Agent, and grants grant to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Partythe Borrower’s or Aspen’s name and on behalf of the Seller Borrower, Aspen and the Secured Parties which are reasonably necessary or desirable, in the determination of the Administrative Agent, Agent to collect all amounts due under any and all Pool ReceivablesAssets, including, without limitation, endorsing any Seller Partythe Borrower’s or Aspen’s name on checks and other instruments representing Collections and enforcing such Pool Receivables Assets; provided that the Agent shall not exercise its rights under such power of attorney unless an Event of Default shall have occurred and not been otherwise waived. Such power of attorney shall continue in full force and effect until the related ContractsFinal Payout Date, at which time such power of attorney shall be of no further force and effect.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Feed or another Originator pursuant to Section 8.18.1 or during the occurrence and continuance of a LOL Downgrade: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee.; (ii) Any Seller Party shallPursuant to Section 8.2(d)(ii) of the Purchase and Sale Agreement, at the Administrative Agent’s request and at such Seller Party’s expense, Administrator may instruct the Originators to give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee.; (iii) Each Feed and Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programsprograms (subject to licensing restrictions), tapes and disks) disks which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer.Administrator; and (iv) Each Seller Party and each of the Purchasers hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of Seller and the Seller Parties Purchasers which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Initial Servicer pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party The Borrower shall, at the Administrative Agent’s request and at such Seller Partythe Borrower’s expense, give notice of the Investors’ ownership and Agent’s security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party The Borrower shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent), request: (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsCollateral, or which are otherwise necessary or desirable to collect such Pool Receivablesthe Collateral, and make the same available to the successor Master Servicer at a place selected by such the Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party The Borrower and the Lenders hereby authorizes authorize the Administrative Agent, Agent and grants grant to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller PartyPerson’s name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Partythe Borrower’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Parent pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party Parent shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s Parent's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Parent and Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrator. (iv) Each of Seller Party and each Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of Seller and the Seller Parties Purchasers which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox INTERIM SERVICES pursuant to Section SECTION 8.1: (i) The Administrative Collateral Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Collateral Agent or its designee. (ii) Any Seller Loan Party shall, at the Administrative Collateral Agent’s 's request and at such Seller Loan Party’s 's expense, give notice of the Investors’ ownership and Collateral Agent's security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Collateral Agent or its designee. (iii) Each Seller Loan Party shall, at the Administrative Collateral Agent’s request (at the direction of any Purchaser Agent), 's request: (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsCollateral, or which are otherwise necessary or desirable to collect such Pool Receivablesthe Collateral, and make the same available to the successor Master Servicer at a place selected by such the Collateral Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Collateral Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party of the Loan Parties, the Co-Agents and the Lenders hereby authorizes the Administrative Agent, Collateral Agent and grants to the Administrative Collateral Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s Person's name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Collateral Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Loan Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related ContractsInvoices.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Inacom pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s Administrator's or Relationship Bank's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's or Relationship Bank's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator or the Relationship Bank, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and the Relationship Bank and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox WestPoint pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Transaction Party shall, at the Administrative Agent’s Administrator's request and at such Seller Transaction Party’s 's expense, give notice of the Investors’ Transferee's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables pursuant to Section 8.03(a) and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Seller Transaction Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Assets and the related Contracts, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable accept able to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Transaction Party and Transferee hereby authorizes the Administrative AgentAdministrator, on Transferee's behalf, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Transaction Party’s 's name and on behalf of the Seller Parties such Transaction Party and Transferee which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Transaction Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Xxxxxx pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Loan Party shall, at the Administrative AgentAdministrator’s request and at such Seller Loan Party’s expense, give notice of the Investors’ ownership and Administrator’s security interests interest in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Seller Loan Party shall, at the Administrative AgentAdministrator’s request (at the direction of any Purchaser Agent)request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Loan Party and Lender hereby authorizes the Administrative AgentAdministrator, on behalf of the Secured Parties, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Loan Party’s name and on behalf of the Seller Loan Parties and the Lender which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Loan Party’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox pursuant to Section SECTION 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and Purchaser hereby authorizes the Administrative Agent, on the Purchaser's behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Parent pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party Parent shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s Parent's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Parent and Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrator. (iv) Each of Seller Party and each Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of the Seller Parties and any Purchaser which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Seller pursuant to Section 8.18.01: (i) The the Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s Seller's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (Aa) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) ), other than the Excluded Data, which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and shall make the same available to the successor Master Servicer Administrative Agent at a place selected by such Agentthe Administrative Agent or its designee, and (Bb) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrative Agent or its designee. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps steps, at any time after the Administrative Agent has given notice to any Lock-Box Bank pursuant to Section 8.03(b), in such Seller Party’s Seller's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the reasonable determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts. (v) Actions taken by the Administrative Agent pursuant to this Article shall be subject to the confidentiality provisions of Section 7.01(c).

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Georgia Gulf, GGCV or any Affiliate of either of them pursuant to Section SECTION 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and the Purchaser hereby authorizes the Administrative Agent, on the Purchaser's behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and the Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s request and at such Seller Party’s expense, give notice of the InvestorsPurchasers’ ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative any Agent’s request (at the direction of any Purchaser Agent)request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and each Purchaser hereby authorizes the Administrative Agent, on such Purchaser’s behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Lanixx Xxxlections pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Loan Party shall, at the Administrative Agent’s 's request and at such Seller Loan Party’s 's expense, give notice of the Investors’ ownership and Administrative Agent's security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Loan Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party of the Loan Parties, the Co-Agents and the Lenders hereby authorizes the Administrative Agent, Agent and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s Person's name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Loan Party’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.'s

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Parent pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party Parent shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s Parent's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Parent and Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrator. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of Seller and the Seller Parties Purchasers which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox APR pursuant to Section 8.18.01: (i) The Administrative Agent may, or at Administrator and/or the request of the Purchaser Agents, shall, Relationship Bank may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designeeCollateral Agent. (ii) Any Seller Party and APR shall, at the Administrative Agent’s Administrator's or Relationship Bank's request and at such Seller Party’s Seller's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designeeCollateral Agent. (iii) Each Seller Party and APR shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's or Relationship Bank's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator or the Relationship Bank, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerCollateral Agent. (iv) Each of Seller Party and Purchaser hereby authorizes each of the Administrative AgentAdministrator and the Relationship Bank, and grants to the Administrative Agent Administrator and the Relationship Bank an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative AgentAdministrator or the Relationship Bank, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts; provided that the Administrator and the Relationship Bank shall not exercise their rights under such Power of Attorney unless a Servicer Transfer Event shall have occurred and be continuing.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox UPAC, the Parent, any other Originator or any Affiliate of any of the foregoing pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designeeAgent. (ii) Any Seller Party and UPAC shall, at the Administrative Agent’s 's request and at such Seller Party’s Seller's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designeeAgent. (iii) Each Seller Party and UPAC shall, and shall cause each of the other Originators to, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer Agent at a place selected by such the Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAgent. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's and/or the applicable Originator's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.; provided that the Agent shall not exercise their

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Initial Servicer pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party The Borrower shall, at the Administrative Agent’s 's request and at such Seller Party’s the Borrower's expense, give notice of the Investors’ ownership and Agent's security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party The Borrower shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent), 's request: (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsCollateral, or which are otherwise necessary or desirable to collect such Pool Receivablesthe Collateral, and make the same available to the successor Master Servicer at a place selected by such the Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party The Borrower and the Lenders hereby authorizes authorize the Administrative Agent, Agent and grants grant to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s Person's name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s the Borrower's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation appointment of a Master Servicer other than Lennox the Seller pursuant to Section 8.1clause 9.3: (i) The Administrative the Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Purchased Receivables, or any of them, to pay all amounts payable under any Pool Purchased Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee.; (ii) Any the Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s the Seller's expense, give notice of the Investors’ Company's ownership and security interests in of the Pool Purchased Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee.; (iii) Each each of the Seller Party and the outgoing Servicer shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent), 's request: (A) assemble all Contracts and copies of the other documents, instruments and other records (including, without limitation, including computer programs, tapes and disks) held by the Seller or the Servicer (as the case may be) which evidence the Pool Purchased Receivables, the Related Assets, and the related Contracts, or which are otherwise necessary or desirable to collect such Pool Purchased Receivables, and shall make the same available to Receivables Purchase Agreement the successor Master Servicer Agent at a place selected by the Agent or its designee (not being a place where, in consequence of the presence in that place of any such Agentdocument, and instrument or record, the Seller would have any increased liability to Taxes, significant fees, costs, charges, expenses or other outgoings beyond the liability it would have had if it had retained such document, instrument or record in the jurisdiction in which it was previously held); and (B) segregate all cash, checks cheques and other instruments received by it from time to time constituting Collections of Pool Purchased Receivables in a manner acceptable to the Agents Agent and shall, promptly upon receipt, remit all such cash, checks cheques and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer.Agent or its designee; and (iv) Each each of the Seller Party hereby authorizes and the Administrative Agent, and grants to Company authorises the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s the Seller's name and on behalf of the Seller Parties and the Company which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Purchased Receivables, including, without limitation, endorsing any Seller Party’s the Seller's name on checks cheques and other instruments representing Collections and enforcing such Pool Purchased Receivables and the related ContractsContract.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox SCI pursuant to Section 8.18.01: (i) The the Administrative Agent maymay (and, or at upon the request direction of the Purchaser AgentsRequired Purchasers, shall, ) direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's or the Required Purchasers' request and at such Seller Party’s Seller's expense, give notice of the Investors’ Administrative Agent's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at 's or the direction of any Purchaser Agent)Required Purchasers' request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) ), other than the Excluded Data, which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and shall make the same available to the successor Master Servicer Administrative Agent at a place selected by such Agentthe Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer.Administrative Agent or its designee. 41 (iv) Each of Seller Party and each Purchaser hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps steps, at any time after the Administrative Agent or the Required Purchasers have given notice to any Lock-Box Bank pursuant to Section 8.03(b), in such Seller Party’s Seller's name and on behalf of the Seller Parties and each Purchaser which are necessary or desirable, in the reasonable determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts. (v) Actions taken by the Administrative Agent pursuant to this Article shall be subject to the confidentiality provisions of Section 7.01(c).

Rights on Servicer Transfer Event. At any time following the --------------------------------- designation of a Master Servicer other than Lennox Cityside pursuant to Section 8.1:8.01: ------------ (i) The Administrative Agent may, or at the request of the Administrator and Subordinated Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designeePaying Agent. (ii) Any Seller Party shall, at the Administrative Agent’s Administrator's, Relationship Bank's or Subordinated Purchaser's request and at such Seller Party’s Seller's expense, give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designeePaying Agent. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's, Relationship Bank's or Subordinated Purchaser's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, the Relationship Bank or the Subordinated Purchaser, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerPaying Agent. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative AgentAdministrator and the Relationship Bank, and grants to the Administrative Agent Administrator and the Relationship Bank an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s Seller's name and on behalf of the Seller Parties and Purchasers which are necessary or desirable, in the determination of the Administrative AgentAdministrator or the Relationship Bank, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts; provided that the Administrator -------- shall not exercise its rights under such Power of Attorney unless a Servicer Transfer Event shall have occurred and be continuing.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox MascoTech pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, and the Related Assets, and the related ContractsSecurity (if any), or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and the Purchaser hereby authorizes authorize the Administrative Agent, on the Purchaser's behalf, and grants grant to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and the Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox pursuant to Section 8.1Transfer Event: (ia) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection AccountAdministrative Agent, or otherwise to for the Administrative Agent or its designeebenefit of the Secured Parties. (iib) Any Seller Party The Servicer shall, at the Administrative Agent’s 's request and at such Seller Party’s the Servicer's expense, give notice of the Investors’ ownership and Administrative Agent's security interests in the Pool Receivables interest to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designeeAgent. (iiic) Each Seller Party The Servicer shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, including computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer Administrative Agent at a place selected by such the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (ivd) Each Seller Party of ProSource and the Borrower hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on attorney, pursuant to the Final Payout Date)Power of Attorney, in the forms of Exhibit J-1 and J-2, to take any and all steps in such Seller Party’s the Borrower's or ProSource's name and on behalf of the Seller Parties Borrower and ProSource, which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, including endorsing any Seller Party’s the Borrower's or ProSource's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts. The Administration Agent agrees not to exercise such powers of attorney prior to a Servicer Transfer Event and agrees to return the powers of attorney to the applicable parties promptly following the date on which all Commitments have terminated and all Obligations (other than indemnity, reimbursement and similar obligations in respect of which no claim has been made and no amount remains outstanding) have been paid in full and no Letter of Credit Outstandings remain outstanding. In the event the Administrative Agent fails to return the applicable foregoing powers of attorney, the Administrative Agent shall promptly furnish to the Servicer or the Borrower, as applicable, a loss affidavit and an indemnity in form and substance reasonably satisfactory to the Servicer or the Borrower, as the case may be.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Quest Diagnostics (or one of its approved Affiliates) pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Loan Party shall, at the Administrative Agent’s 's request and at such Seller Loan Party’s 's expense, give notice of the Investors’ ownership and Administrative Agent's security interests interest in the Pool Receivables Collateral to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Loan Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent), 's request: (A) assemble and make available all of the documents, instruments Contracts and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related Contracts, or Records which are otherwise necessary or reasonably desirable to collect such Pool Receivablesthe Collateral, and make the same available to the successor Master Servicer at a such place selected by such Agentor places as the Administrative Agent may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party of the Loan Parties and the Lenders hereby authorizes the Administrative Agent, Agent and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s Person's name and on behalf of the Seller Parties such Person which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Loan Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related ContractsContracts and Invoices.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox LFI Servicing pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, and the Related Assets, and the related ContractsSecurity (if any), or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and the Purchaser hereby authorizes the Administrative AgentAdministrator, on the Purchaser's behalf, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and the Purchaser which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Georgia Gulf, GGCV or any Affiliate of either of them pursuant to Section 8.1: (i) The Administrative Agent may, or at for the request benefit of the Purchaser Agents, shall, Secured Parties may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s request and at such Seller Party’s expense, give notice of the InvestorsPurchasers’ ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative any Agent’s request (at the direction of any Purchaser Agent)request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and each Purchaser hereby authorizes the Administrative Agent, on such Purchaser’s behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s name and on behalf of the Seller Parties and the Purchasers which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox LOL or another Originator pursuant to Section 8.18.1 or during the occurrence and continuance of a LOL Downgrade: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee.; (ii) Any Seller Party shallPursuant to Section 8.2(d)(ii) of the Purchase and Sale Agreement, at the Administrative Agent’s request and at such Seller Party’s expense, Administrator may instruct the Originators to give notice of the Investors’ such ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee.; (iii) Each LOL and Seller Party shall, at the Administrative AgentAdministrator’s request (at the direction of any Purchaser Agent)request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programsprograms (subject to licensing restrictions), tapes and disks) disks which evidence the Pool Receivables, the Related Assets, Receivables and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, Receivables and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer.Administrator; and (iv) Each Seller Party and each of the Purchasers hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller PartySeller’s name and on behalf of Seller and the Seller Parties Purchasers which are necessary or desirable, in the reasonable determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, Receivables including, without limitation, endorsing any Seller PartySeller’s name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox SCI pursuant to Section 8.18.01: (i) The the Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s Seller's expense, give notice of the Investors’ Administrative Agent's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) ), other than the Excluded Data, which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and shall make the same available to the successor Master Servicer Administrative Agent at a place selected by such Agentthe Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrative Agent or its designee. (iv) Each of Seller Party and Purchaser hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps steps, at any time after the Administrative Agent has given notice to any Lock-Box Bank pursuant to Section 8.03(b), in such Seller Party’s Seller's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the reasonable determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts. (v) Actions taken by the Administrative Agent pursuant to this Article shall be subject to the confidentiality provisions of Section 7.01(c).

Rights on Servicer Transfer Event. At any time --------------------------------- following the designation of a Master Servicer other than Lennox pursuant to Section 8.1Transfer Event: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designeeAdministrator. (ii) Any Seller Party AnnTaylor shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s AnnTaylor's expense, give notice of the Investors’ ownership and Lender's security interests in the Pool Receivables interest to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designeeAdministrator. (iii) Each Seller Party AnnTaylor shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent), Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer Administrator at a place selected by such Agentthe Administrator, and and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrator. (iv) Each Seller Party of AnnTaylor, the Company and Lender hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date)attorney, to take any and all steps in such Seller Party’s the Company's or AnnTaylor's name and on behalf of the Seller Parties Company, AnnTaylor and Lender which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s the Company's or AnnTaylor's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts; provided that the Administrator shall not exercise its rights under such power of attorney unless a Servicer Transfer Event shall have occurred and be continuing.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Georgia Gulf, GGCV or any Affiliate of either of them pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and the Purchaser hereby authorizes the Administrative Agent, on the Purchaser's behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and the Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox SCI pursuant to Section 8.18.01: (i) The the Administrative Agent maymay (and, or at upon the request direction of the Purchaser AgentsRequired Purchasers, shall, ) direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's or the Required Purchasers' request and at such Seller Party’s Seller's expense, give notice of the Investors’ Administrative Agent's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at 's or the direction of any Purchaser Agent)Required Purchasers' request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) ), other than the Excluded Data, which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and shall make the same available to the successor Master Servicer Administrative Agent at a place selected by such Agentthe Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrative Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master ServicerAdministrative Agent or its designee. (iv) Each of Seller Party and each Purchaser hereby authorizes the Administrative Agent, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps steps, at any time after the Administrative Agent or the Required Purchasers have given notice to any Lock-Box Bank pursuant to Section 8.03(b), in such Seller Party’s Seller's name and on behalf of the Seller Parties and each Purchaser which are necessary or desirable, in the reasonable determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s Seller's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts. (v) Actions taken by the Administrative Agent pursuant to this Article shall be subject to the confidentiality provisions of Section 7.01(c).

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox WestPoint pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Transaction Party shall, at the Administrative Agent’s Administrator's request and at such Seller Transaction Party’s 's expense, give notice of the Investors’ Transferee's ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables pursuant to Section 8.03(a) and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Seller Transaction Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, Assets and the related Contracts, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Transaction Party and Transferee hereby authorizes the Administrative AgentAdministrator, on Transferee's behalf, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which -49- 57 shall terminate on the Final Payout Date), to take any and all steps in such Seller Transaction Party’s 's name and on behalf of the Seller Parties such Transaction Party and Transferee which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Transaction Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox Marketing Co. pursuant to Section 8.18.01: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, Administrator may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent Administrator or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s Administrator's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchaser's ownership and security interests in the Pool Receivables to each said Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent Administrator or its designee. (iii) Each Seller Party shall, at the Administrative Agent’s request (at the direction of any Purchaser Agent)Administrator's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agentthe Administrator, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents Administrator and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and Purchaser hereby authorizes the Administrative AgentAdministrator, and grants to the Administrative Agent Administrator an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative AgentAdministrator, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts; provided that the Administrator shall not exercise its rights under such power of attorney unless a Servicer Transfer Event shall have occurred and be continuing.

Rights on Servicer Transfer Event. At any time following the designation of a Master Servicer other than Lennox pursuant to Section 8.1: (i) The Administrative Agent may, or at the request of the Purchaser Agents, shall, may direct the Obligors of Pool Receivables, or any of them, to pay all amounts payable under any Pool Receivable directly to the Collection Account, or otherwise to the Administrative Agent or its designee. (ii) Any Seller Party shall, at the Administrative Agent’s 's request and at such Seller Party’s 's expense, give notice of the Investors’ Purchasers' ownership and security interests in the Pool Receivables to each Obligor of Pool Receivables and direct that payments be made directly to the Collection Account or otherwise to the Administrative Agent or its designee. (iii) Each Seller Party shall, at the Administrative any Agent’s request (at the direction of any Purchaser Agent)'s request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer programs, tapes and disks) which evidence the Pool Receivables, the Related Assets, and the related ContractsContracts and Related Security, or which are otherwise necessary or desirable to collect such Pool Receivables, and make the same available to the successor Master Servicer at a place selected by such Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agents and promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the successor Master Servicer. (iv) Each Seller Party and each Purchaser hereby authorizes the Administrative Agent, on such Purchaser's behalf, and grants to the Administrative Agent an irrevocable power of attorney (which shall terminate on the Final Payout Date), to take any and all steps in such Seller Party’s 's name and on behalf of the Seller Parties and Purchaser which are necessary or desirable, in the determination of the Administrative Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing any Seller Party’s 's name on checks and other instruments representing Collections and enforcing such Pool Receivables and the related Contracts.