Common use of Conditions Precedent to the Effectiveness of the Agreement Clause in Contracts

Conditions Precedent to the Effectiveness of the Agreement. (a) This Agreement shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Effective Date”): (i) The Existing Administrative Agent shall have received from the Borrower an Incremental Loan Request with respect to the Incremental Term Loans pursuant to Section 2.16 of the Existing Credit Agreement; (ii) The Successor Administrative Agent shall have received each of the following, each dated the Effective Date: (1) this Agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer, JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer and the Incremental Term Lenders; (2) a successor agent agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer and JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer, in form and substance reasonably satisfactory to each party thereto; (3) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent; (4) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (5) the Reaffirmation Agreement, duly executed by each Loan Party in the form attached hereto as Exhibit B; (6) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this Agreement, including the making of the Incremental Term Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (7) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Agreement, including from the making of the Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) all amounts referred to in Section 6 (Fees and Expenses) of this Agreement that have been invoiced to the Borrower at least three (3) Business Days prior to the Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Incremental Term Lender, the closing fee set forth in Section 2.10(d) of the Amended and Restated Credit Agreement; and (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Effective Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Effective Date. The Successor Administrative Agent shall notify the Borrower and the Incremental Term Lenders of the Effective Date and such notice shall be conclusive and binding. (b) The obligations of the Incremental Term Lenders to make the Delayed Draw Incremental Term Loans shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Delayed Draw Funding Date”): (i) the Effective Date shall have occurred; (ii) the Successor Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.02(a) of the Amended and Restated Credit Agreement with respect to the borrowing of the Delayed Draw Incremental Term Loans in a single draw; (iii) no Default or Event of Default shall exist or would exist after giving effect to the making of the Delayed Draw Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Amended and Restated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Delayed Draw Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in clause (b)(iii) and (b)(iv) above; (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Delayed Draw Funding Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors (including, for the avoidance of doubt, any entities have became Guarantors after the Effective Date or will become a Guarantor after giving effect to the borrowings on the Delayed Draw Funding Date and the use of proceeds thereof) required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Delayed Draw Funding Date; and (vii) the Administrative Agent shall have received payment of all accrued and unpaid Delayed Draw Commitment Fees (as defined in the Amended and Restated Credit Agreement), if any.

Conditions Precedent to the Effectiveness of the Agreement. On or before the Closing Date: (a) This Agreement Snap-on Credit shall become effective on deliver or cause to be delivered with respect to itself to the date when Purchaser and the Program Agent each of the following conditions precedent shall have been satisfied or waived (the “Effective Date”):following: (i) The Existing Administrative Agent shall have received from the Borrower A certificate of an Incremental Loan Request with respect to the Incremental Term Loans pursuant to Section 2.16 officer of the Existing Credit Agreement; (ii) The Successor Administrative Agent shall have received each of the followingSnap-on Credit, each dated the Effective Date: (1) this Agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender Snap-on Tools and L/C Issuer, JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer and the Incremental Term Lenders; (2) a successor agent agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer and JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer, in form and substance reasonably satisfactory to each party thereto; (3) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, Snap-on Industrial in form and substance reasonably satisfactory to the Successor Administrative AgentPurchaser; (4ii) certificates Opinions of good standings from counsel in form and substance reasonably satisfactory to the applicable secretary of state Purchaser as to (A) certain corporate, enforceability and security interest matters with respect to Snap-on Credit, (B) certain bankruptcy matters and security interest matters and (C) due authorization of the state sale of organization of each Loan PartyContracts by Snap-on Tools to Snap-on Credit, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as may be requested by the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (5) the Reaffirmation Agreement, duly executed by each Loan Party in the form attached hereto as Exhibit B; (6) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this Agreement, including the making of the Incremental Term Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (7) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) belowPurchaser; (iii) no Default or Event Copies of Default shall exist or would exist after giving effect to this Agreement, including from the making resolutions of the Incremental Term Loans Members or Managers, as applicable, of Snap-on Credit and Snap-on Industrial approving the application execution, delivery and performance of this Agreement and/or the proceeds therefromtransactions contemplated hereunder, certified in each case by its respective Secretary or an Assistant Secretary; (iv) Officially certified recent evidence of due formation and good standing of Snap-on Credit, Snap-on Tools and Snap-on Industrial under the representations and warranties laws of each Loan Party set forth in Article V its respective state of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as organization; and (A) Evidence of the Effective Date proper filing with the same effect as though made appropriate office in either Delaware, with respect to Snap-on Credit, Snap-on Tools and as the Purchaser, Wisconsin, with respect to Snap-on Industrial, of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) all amounts referred to in Section 6 (Fees a UCC-1 financing statement naming the related Seller as debtor, the Purchaser as assignor secured party, the Program Agent as assignee secured party and Expenses) of this Agreement that have been invoiced to identifying the Borrower at least three (3) Business Days prior to the Effective Date (or Conveyed Contract Assets as otherwise reasonably agreed by the Borrower), collateral and (ii) to each Incremental Term Lendera UCC-1 financing statement naming the Purchaser as debtor, the closing fee set forth in Section 2.10(dProgram Agent as secured party, and listing the Conveyed Contract Assets as collateral and (B) evidence that all necessary steps to perfect its purchase of such Contract from the Amended and Restated Credit Agreement; and (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Effective Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), Franchisee under all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Effective Date. The Successor Administrative Agent shall notify the Borrower and the Incremental Term Lenders of the Effective Date and such notice shall be conclusive and bindinglaw. (b) The obligations Each of the Incremental Term Lenders to make the Delayed Draw Incremental Term Loans shall be subject conditions precedent to the satisfaction or waiver effectiveness of the following conditions precedent (the date on which such conditions precedent are so Loan Agreement shall have been satisfied or waived, the “Delayed Draw Funding Date”): (i) the Effective Date shall have occurred; (ii) the Successor Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.02(a) of the Amended and Restated Credit Agreement with respect to the borrowing of the Delayed Draw Incremental Term Loans in a single draw; (iii) no Default or Event of Default shall exist or would exist after giving effect to the making of the Delayed Draw Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Amended and Restated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Delayed Draw Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in clause (b)(iii) and (b)(iv) above; (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Delayed Draw Funding Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors (including, for the avoidance of doubt, any entities have became Guarantors after the Effective Date or will become a Guarantor after giving effect to the borrowings on the Delayed Draw Funding Date and the use of proceeds thereof) required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Delayed Draw Funding Date; and (vii) the Administrative Agent shall have received payment of all accrued and unpaid Delayed Draw Commitment Fees (as defined in the Amended and Restated Credit Agreement), if any.

Conditions Precedent to the Effectiveness of the Agreement. (a) This Agreement Amendment shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Effective Date”): (i) The Existing Administrative Agent shall have received from the Borrower an Incremental Loan Request with respect to the Incremental Term Loans pursuant to Section 2.16 of the Existing Credit Agreement; (ii) The Successor Administrative Agent shall have received each of the following, each dated the Effective Date: (1) (i) this AgreementAmendment, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer, JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer and the Incremental Term LendersRefinancing Revolving Lenders and (ii) a Revolving Credit Note, executed by the Borrower in favor of each Refinancing Revolving Lender that has requested a Revolving Note at least three (3) Business Days in advance of the Effective Date; (2) a successor agent agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer and JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer, in form and substance reasonably satisfactory to each party thereto; (3) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent; (43) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (5) the Reaffirmation Agreement, duly executed by each Loan Party in the form attached hereto as Exhibit B; (64) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this AgreementAmendment, including the making of the Incremental Term Other Revolving Credit Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (75) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and Warranties) and clauses (a)(iiia)(ii) and (a)(iva)(iii) below; (iiiii) no Default or Event of Default shall exist or would exist after giving effect to this Agreement, including from the making of the Incremental Term Loans and the application of the proceeds therefromAmendment; (iviii) the representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (viv) the Borrower shall have paid: (i1) all amounts referred to in Section 6 (Fees and Expenses) of this Agreement Amendment that have been invoiced to the Borrower at least three (3) Business Days prior to the Effective Date (or as otherwise reasonably agreed by the Borrower), ) and (ii2) to each Incremental Term Revolving Credit Lender, all accrued but unpaid interest and fees on the closing fee set forth in Section 2.10(d) of the Amended and Restated Existing Revolving Credit AgreementLoans; and (viv) the Borrower shall have provided to the Successor Administrative Agent at least two three (23) days prior to the Effective Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five six (56) Business Days prior to the Effective Date. The Successor Administrative Agent shall notify the Borrower Borrower, the Existing Lenders and the Incremental Term Refinancing Revolving Lenders of the Effective Date and such notice shall be conclusive and binding. (b) The obligations of the Incremental Term Lenders to make the Delayed Draw Incremental Term Loans shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Delayed Draw Funding Date”): (i) the Effective Date shall have occurred; (ii) the Successor Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.02(a) of the Amended and Restated Credit Agreement with respect to the borrowing of the Delayed Draw Incremental Term Loans in a single draw; (iii) no Default or Event of Default shall exist or would exist after giving effect to the making of the Delayed Draw Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Amended and Restated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Delayed Draw Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in clause (b)(iii) and (b)(iv) above; (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Delayed Draw Funding Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors (including, for the avoidance of doubt, any entities have became Guarantors after the Effective Date or will become a Guarantor after giving effect to the borrowings on the Delayed Draw Funding Date and the use of proceeds thereof) required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Delayed Draw Funding Date; and (vii) the Administrative Agent shall have received payment of all accrued and unpaid Delayed Draw Commitment Fees (as defined in the Amended and Restated Credit Agreement), if any.

Conditions Precedent to the Effectiveness of the Agreement. (a) This Agreement shall become effective on the date when each of the following conditions precedent shall have been satisfied or waived (the “Effective Date”): (i) The Existing Administrative Agent shall have received from the Borrower an Incremental a prepayment notice and a Committed Loan Request with respect Notice pursuant to the Incremental Term Loans pursuant to Section 2.16 terms of the Existing Credit Agreement; (ii) The Successor Administrative Agent shall have received each of the following, each dated the Effective Date: (1) (i) this Agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer, JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer and the Incremental Refinancing Lenders and (ii) a Term LendersNote and/or Revolving Credit Note, executed by the Borrower in favor of each Refinancing Lender that has requested a Term Note and/or Revolving Note at least three (3) Business Days in advance of the Effective Date; (2) a successor agent agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer and JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer, in form and substance reasonably satisfactory to each party thereto; (3) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Successor Administrative Agent; (43) certificates of good standings from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (54) the Reaffirmation Agreement, duly executed by each Loan Party in the form attached hereto as Exhibit BA; (65) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this Agreement, including the making of the Incremental Other Term Loans and the Other Revolving Credit Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (76) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) below; (iii) no Default or Event of Default shall exist or would exist after giving effect to this Agreement, including from the making of the Incremental Other Term Loans and the Other Revolving Credit Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) the Borrower shall have paid: (i) all amounts referred to in Section 6 (Fees and Expenses) of this Agreement that have been invoiced to the Borrower at least three (3) Business Days prior to the Effective Date (or as otherwise reasonably agreed by the Borrower), and (ii) to each Incremental Term Refinancing Lender, the closing fee set forth in Section 2.10(d) of the Amended and Restated Existing Credit Agreement, as amended by Section 2(g) above; and (vi) the Borrower shall have provided to the Successor Administrative Agent at least two three (23) days prior to the Effective Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five six (56) Business Days prior to the Effective Date. The Successor Administrative Agent shall notify the Borrower Borrower, the Existing Lenders and the Incremental Term Refinancing Lenders of the Effective Date and such notice shall be conclusive and binding. (b) The obligations of the Incremental Term Lenders to make the Delayed Draw Incremental Term Loans shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Delayed Draw Funding Date”): (i) the Effective Date shall have occurred; (ii) the Successor Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.02(a) of the Amended and Restated Credit Agreement with respect to the borrowing of the Delayed Draw Incremental Term Loans in a single draw; (iii) no Default or Event of Default shall exist or would exist after giving effect to the making of the Delayed Draw Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Amended and Restated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Delayed Draw Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in clause (b)(iii) and (b)(iv) above; (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Delayed Draw Funding Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors (including, for the avoidance of doubt, any entities have became Guarantors after the Effective Date or will become a Guarantor after giving effect to the borrowings on the Delayed Draw Funding Date and the use of proceeds thereof) required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Delayed Draw Funding Date; and (vii) the Administrative Agent shall have received payment of all accrued and unpaid Delayed Draw Commitment Fees (as defined in the Amended and Restated Credit Agreement), if any.

Conditions Precedent to the Effectiveness of the Agreement. On or before the Closing Date: (a) This Agreement Snap-on Credit shall become effective on deliver or cause to be delivered with respect to itself to the date when Purchaser and the Program Agent each of the following conditions precedent shall have been satisfied or waived (the “Effective Date”):following: (i) The Existing Administrative Agent shall have received from the Borrower A certificate of an Incremental Loan Request with respect to the Incremental Term Loans pursuant to Section 2.16 officer of the Existing Credit Agreement; (ii) The Successor Administrative Agent shall have received each of the followingSnap-on Credit, each dated the Effective Date: (1) this Agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender Snap-on Tools and L/C Issuer, JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer and the Incremental Term Lenders; (2) a successor agent agreement, duly executed by the Borrower, GS Bank, in its capacity as the Existing Administrative Agent, Swing Line Lender and L/C Issuer and JPMCB in its capacity as the Successor Administrative Agent and L/C Issuer, in form and substance reasonably satisfactory to each party thereto; (3) a written opinion of Ropes & Xxxx LLP, counsel for the Loan Parties, Snap-on Industrial in form and substance reasonably satisfactory to the Successor Administrative AgentPurchaser; (4ii) certificates Opinions of good standings from counsel in form and substance reasonably satisfactory to the applicable secretary of state Purchaser as to (x) certain corporate, enforceability and security interest matters with respect to Snap-on Credit, (y) certain bankruptcy matters and security interest matters, and (z) due authorization of the state sale of organization of each Loan PartyContracts by Snap-on Tools to Snap-on Credit, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as may be requested by the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Effective Date; (5) the Reaffirmation Agreement, duly executed by each Loan Party in the form attached hereto as Exhibit B; (6) a certificate attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) on the Effective Date after giving effect to the transactions contemplated by this Agreement, including the making of the Incremental Term Loans and the application of the proceeds therefrom, from the chief financial officer of the Borrower; and (7) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and Warranties) and clauses (a)(iii) and (a)(iv) belowPurchaser; (iii) no Default or Event Copies of Default shall exist or would exist after giving effect to this Agreement, including from the making resolutions of the Incremental Term Loans Members or Managers, as applicable, of Snap-on Credit and Snap-on Industrial approving the application execution, delivery and performance of this Agreement and/or the proceeds therefromtransactions contemplated hereunder, certified in each case by its respective Secretary or an Assistant Secretary; (iv) Officially certified recent evidence of due formation and good standing of Snap-on Credit, Snap-on Tools and Snap-on Industrial under the representations and warranties laws of each Loan Party set forth in Article V its respective state of the Existing Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier dateorganization; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;and (v) (x) Evidence of proper filing with the Borrower shall have paid: appropriate office in either Delaware, with respect to Snap-on Credit, Snap-on Tools and the Purchaser, Wisconsin, with respect to Snap-on Industrial, of (i1) all amounts referred to in Section 6 (Fees a UCC-1 financing statement naming the related Seller as debtor, the Purchaser as assignor secured party, the Program Agent as assignee secured party and Expenses) of this Agreement that have been invoiced to identifying the Borrower at least three (3) Business Days prior to the Effective Date (or Conveyed Contract Assets as otherwise reasonably agreed by the Borrower)collateral, and (ii2) to each Incremental Term Lendera UCC-1 financing statement naming the Purchaser as debtor, the closing fee set forth in Section 2.10(dProgram Agent as secured party, and listing the Conveyed Contract Assets as collateral, and (y) evidence that all necessary steps to perfect its purchase of such Contract from the Amended and Restated Credit Agreement; and (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Effective Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), Franchisee under all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Effective Date. The Successor Administrative Agent shall notify the Borrower and the Incremental Term Lenders of the Effective Date and such notice shall be conclusive and bindinglaw. (b) The obligations Each of the Incremental Term Lenders to make the Delayed Draw Incremental Term Loans shall be subject conditions precedent to the satisfaction or waiver effectiveness of the following conditions precedent (the date on which such conditions precedent are so Loan Agreement shall have been satisfied or waived, the “Delayed Draw Funding Date”): (i) the Effective Date shall have occurred; (ii) the Successor Administrative Agent shall have received a Committed Loan Notice in accordance with Section 2.02(a) of the Amended and Restated Credit Agreement with respect to the borrowing of the Delayed Draw Incremental Term Loans in a single draw; (iii) no Default or Event of Default shall exist or would exist after giving effect to the making of the Delayed Draw Incremental Term Loans and the application of the proceeds therefrom; (iv) the representations and warranties of each Loan Party set forth in Article V of the Amended and Restated Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Delayed Draw Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (v) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in clause (b)(iii) and (b)(iv) above; (vi) the Borrower shall have provided to the Successor Administrative Agent at least two (2) days prior to the Delayed Draw Funding Date (or such shorter period as the Successor Administrative Agent may agree in its sole discretion), all documentation and other information about the Borrower and the Guarantors (including, for the avoidance of doubt, any entities have became Guarantors after the Effective Date or will become a Guarantor after giving effect to the borrowings on the Delayed Draw Funding Date and the use of proceeds thereof) required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, that has been requested by the Successor Administrative Agent at least five (5) Business Days prior to the Delayed Draw Funding Date; and (vii) the Administrative Agent shall have received payment of all accrued and unpaid Delayed Draw Commitment Fees (as defined in the Amended and Restated Credit Agreement), if any.