Unassociated Document


    EXHIBIT 4.1

     

    EXECUTION COPY


    
      
        	 
      


      

    

    


    LOAN AND
SERVICING AGREEMENT


     

    dated as
of October 1, 2010


     

    among

     

    SOC SPV1,
LLC,

    as
Borrower

     

    SNAP-ON
CREDIT LLC,

    as
Servicer


     

    THE
COMMERCIAL PAPER CONDUITS FROM TIME TO TIME

    PARTY
HERETO AS CONDUIT LENDERS,


     

    THE
FINANCIAL INSTITUTIONS FROM TIME TO TIME

    PARTY
HERETO AS COMMITTED LENDERS,


     

    THE
FINANCIAL INSTITUTIONS FROM TIME TO TIME

    PARTY
HERETO AS ADMINISTRATIVE AGENTS,


     

    and


     

    JPMORGAN
CHASE BANK, N.A.,

    as
Program Agent

    
      
        
          
            	 
      


          

        

         

      

    

    J.P.
MORGAN SECURITIES INC.,

    as Lead
Arranger

    
      
        
          	 
      


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                            ARTICLE
      I

                                                                                                          	
                                                                                                            DEFINITIONS

                                                                                                          	 	
                                                                                                            1

                                                                                                          
	 	 	 	 
	
                                                                                                            SECTION
      1.01.

                                                                                                          	
                                                                                                            Certain
      Defined Terms

                                                                                                          	 	
                                                                                                            1

                                                                                                          
	
                                                                                                            SECTION
      1.02.

                                                                                                          	
                                                                                                            Other
      Terms and Constructions

                                                                                                          	 	
                                                                                                            37

                                                                                                          
	
                                                                                                            SECTION
      1.03.

                                                                                                          	
                                                                                                            Computation
      of Time Periods

                                                                                                          	 	
                                                                                                            37

                                                                                                          
	 	 	 	 
	
                                                                                                            ARTICLE
      II

                                                                                                          	
                                                                                                            AMOUNTS
      AND TERMS OF THE LOANS

                                                                                                          	 	
                                                                                                            37

                                                                                                          
	 	 	 	 
	
                                                                                                            SECTION
      2.01.

                                                                                                          	
                                                                                                            The
      Loan Facility

                                                                                                          	 	
                                                                                                            37

                                                                                                          
	
                                                                                                            SECTION
      2.02.

                                                                                                          	
                                                                                                            Making
      the Advance

                                                                                                          	 	
                                                                                                            38

                                                                                                          
	
                                                                                                            SECTION
      2.03.

                                                                                                          	
                                                                                                            Reduction
      in the Aggregate Commitment

                                                                                                          	 	
                                                                                                            39

                                                                                                          
	
                                                                                                            SECTION
      2.04.

                                                                                                          	
                                                                                                            Tranches

                                                                                                          	 	
                                                                                                            40

                                                                                                          
	
                                                                                                            SECTION
      2.05.

                                                                                                          	
                                                                                                            Interest
      and Fees; Hedging

                                                                                                          	 	
                                                                                                            41

                                                                                                          
	
                                                                                                            SECTION
      2.06.

                                                                                                          	
                                                                                                            Scheduled
      Final Maturity Date

                                                                                                          	 	
                                                                                                            42

                                                                                                          
	
                                                                                                            SECTION
      2.07.

                                                                                                          	
                                                                                                            Evidence
      of Debt

                                                                                                          	 	
                                                                                                            43

                                                                                                          
	
                                                                                                            SECTION
      2.08.

                                                                                                          	
                                                                                                            Settlement
      Procedures

                                                                                                          	 	
                                                                                                            43

                                                                                                          
	
                                                                                                            SECTION
      2.09.

                                                                                                          	
                                                                                                            Removal
      of Certain Defaulted and Other Contracts

                                                                                                          	 	
                                                                                                            46

                                                                                                          
	
                                                                                                            SECTION
      2.10.

                                                                                                          	
                                                                                                            Payments
      and Computations, Etc.

                                                                                                          	 	
                                                                                                            46

                                                                                                          
	
                                                                                                            SECTION
      2.11.

                                                                                                          	
                                                                                                            Interest
      Protection

                                                                                                          	 	
                                                                                                            47

                                                                                                          
	
                                                                                                            SECTION
      2.12.

                                                                                                          	
                                                                                                            Accounting
      Based Consolidation Event

                                                                                                          	 	
                                                                                                            48

                                                                                                          
	
                                                                                                            SECTION
      2.13.

                                                                                                          	
                                                                                                            Increased
      Capital

                                                                                                          	 	
                                                                                                            48

                                                                                                          
	
                                                                                                            SECTION
      2.14.

                                                                                                          	
                                                                                                            Funding
      Losses

                                                                                                          	 	
                                                                                                            49

                                                                                                          
	
                                                                                                            SECTION
      2.15.

                                                                                                          	
                                                                                                            Taxes

                                                                                                          	 	
                                                                                                            49

                                                                                                          
	
                                                                                                            SECTION
      2.16.

                                                                                                          	
                                                                                                            Security
      Interest

                                                                                                          	 	
                                                                                                            50

                                                                                                          
	
                                                                                                            SECTION
      2.17.

                                                                                                          	
                                                                                                            Take-Out
      Securitizations

                                                                                                          	 	
                                                                                                            52

                                                                                                          
	
                                                                                                            SECTION
      2.18.

                                                                                                          	
                                                                                                            Defaulting
      Lenders

                                                                                                          	 	
                                                                                                            53

                                                                                                          
	
                                                                                                            SECTION
      2.19.

                                                                                                          	
                                                                                                            Mitigation
      of Obligations; Replacement of Lender Groups

                                                                                                          	 	
                                                                                                            54

                                                                                                          
	 	 	 	 
	
                                                                                                            ARTICLE
      III

                                                                                                          	
                                                                                                            CONDITIONS
      PRECEDENT

                                                                                                          	 	
                                                                                                            55

                                                                                                          
	 	 	 	 
	
                                                                                                            SECTION
      3.01.

                                                                                                          	
                                                                                                            Conditions
      Precedent to Effectiveness of the Agreement and the Initial
      Advance

                                                                                                          	 	
                                                                                                            55

                                                                                                          
	
                                                                                                            SECTION
      3.02.

                                                                                                          	
                                                                                                            [Reserved]

                                                                                                          	 	
                                                                                                            55

                                                                                                          
	
                                                                                                            SECTION
      3.03.

                                                                                                          	
                                                                                                            Conditions
      Precedent to Each Advance

                                                                                                          	 	
                                                                                                            55

                                                                                                          
	 	 	 	 
	
                                                                                                            ARTICLE
      IV

                                                                                                          	
                                                                                                            REPRESENTATIONS
      AND WARRANTIES

                                                                                                          	 	
                                                                                                            56

                                                                                                          
	 	 	 	 
	
                                                                                                            SECTION
      4.01.

                                                                                                          	
                                                                                                            Representations
      and Warranties of the Borrower

                                                                                                          	 	
                                                                                                            56

                                                                                                          
	
                                                                                                            SECTION
      4.02.

                                                                                                          	
                                                                                                            Representations
      and Warranties of the Servicer

                                                                                                          	 	
                                                                                                            61

                                                                                                          
	
                                                                                                            SECTION
      4.03.

                                                                                                          	
                                                                                                            Financial
      Institution Representations and Warranties

                                                                                                          	 	
                                                                                                            65

                                                                                                          
	 	 	 	 
	
                                                                                                            ARTICLE
      V

                                                                                                          	
                                                                                                            GENERAL
      COVENANTS

                                                                                                          	 	
                                                                                                            65

                                                                                                          
	 	 	 	 
	
                                                                                                            SECTION
      5.01.

                                                                                                          	
                                                                                                            Affirmative
      Covenants of the Borrower

                                                                                                          	 	
                                                                                                            65

                                                                                                          
	
                                                                                                            SECTION
      5.02.

                                                                                                          	
                                                                                                            Negative
      Covenants of the Borrower

                                                                                                          	 	
                                                                                                            74

                                                                                                          
	
                                                                                                            SECTION
      5.03.

                                                                                                          	
                                                                                                            Affirmative
      Covenants of the Servicer

                                                                                                          	 	
                                                                                                            75

                                                                                                          
	
                                                                                                            SECTION
      5.04.

                                                                                                          	
                                                                                                            Negative
      Covenants of the Servicer

                                                                                                          	 	
                                                                                                            81

                                                                                                          


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                        ARTICLE
      VI

                                                                                                                      	
                                                                                                                        ADMINISTRATION
      OF PLEDGED CONTRACTS

                                                                                                                      	 	
                                                                                                                        82

                                                                                                                      
	 	 	 	 	 
	
                                                                                                                        SECTION
      6.01.

                                                                                                                      	
                                                                                                                        Designation
      of the Servicer

                                                                                                                      	 	
                                                                                                                        82

                                                                                                                      
	
                                                                                                                        SECTION
      6.02.

                                                                                                                      	
                                                                                                                        Duties
      of the Servicer

                                                                                                                      	 	
                                                                                                                        83

                                                                                                                      
	
                                                                                                                        SECTION
      6.03.

                                                                                                                      	
                                                                                                                        Servicer
      Advances

                                                                                                                      	 	
                                                                                                                        84

                                                                                                                      
	
                                                                                                                        SECTION
      6.04.

                                                                                                                      	
                                                                                                                        Responsibilities
      of the Borrower

                                                                                                                      	 	
                                                                                                                        85

                                                                                                                      
	
                                                                                                                        SECTION
      6.05.

                                                                                                                      	
                                                                                                                        Further
      Action Evidencing Program Agent’s Interest

                                                                                                                      	 	
                                                                                                                        85

                                                                                                                      
	
                                                                                                                        SECTION
      6.06.

                                                                                                                      	
                                                                                                                        Collections

                                                                                                                      	 	
                                                                                                                        85

                                                                                                                      
	
                                                                                                                        SECTION
      6.07.

                                                                                                                      	
                                                                                                                        Reports

                                                                                                                      	 	
                                                                                                                        85

                                                                                                                      
	
                                                                                                                        SECTION
      6.08.

                                                                                                                      	
                                                                                                                        Servicer
      Fees

                                                                                                                      	 	
                                                                                                                        86

                                                                                                                      
	
                                                                                                                        SECTION
      6.09.

                                                                                                                      	
                                                                                                                        Servicer
      Grant to Secure Add-on Refinance Amount

                                                                                                                      	 	
                                                                                                                        86

                                                                                                                      
	
                                                                                                                        SECTION
      6.10.

                                                                                                                      	
                                                                                                                        Servicer
      Authorizes Program Agent to File Financing Statements

                                                                                                                      	 	
                                                                                                                        86

                                                                                                                      
	 	 	 
	
                                                                                                                        ARTICLE
      VII

                                                                                                                      	
                                                                                                                        EVENTS
      OF TERMINATION

                                                                                                                      	 	
                                                                                                                        87

                                                                                                                      
	 	 	 	 
	
                                                                                                                        SECTION
      7.01.

                                                                                                                      	
                                                                                                                        Events
      of Termination

                                                                                                                      	 	
                                                                                                                        87

                                                                                                                      
	
                                                                                                                        SECTION
      7.02.

                                                                                                                      	
                                                                                                                        Remedies

                                                                                                                      	 	
                                                                                                                        89

                                                                                                                      
	
                                                                                                                        SECTION
      7.03.

                                                                                                                      	
                                                                                                                        Additional
      Remedies of the Lenders

                                                                                                                      	 	
                                                                                                                        90

                                                                                                                      
	 	 	 	 
	
                                                                                                                        ARTICLE
      VIII

                                                                                                                      	
                                                                                                                        INDEMNIFICATION

                                                                                                                      	 	
                                                                                                                        90

                                                                                                                      
	 	 	 	 
	
                                                                                                                        SECTION
      8.01.

                                                                                                                      	
                                                                                                                        Indemnities
      by the Borrower

                                                                                                                      	 	
                                                                                                                        90

                                                                                                                      
	
                                                                                                                        SECTION
      8.02.

                                                                                                                      	
                                                                                                                        Indemnities
      by the Servicer

                                                                                                                      	 	
                                                                                                                        93

                                                                                                                      
	
                                                                                                                        SECTION
      8.03.

                                                                                                                      	
                                                                                                                        Other
      Costs and Expenses

                                                                                                                      	 	
                                                                                                                        94

                                                                                                                      
	 	 	 
	
                                                                                                                        ARTICLE
      IX

                                                                                                                      	
                                                                                                                        THE
      AGENTS

                                                                                                                      	 	
                                                                                                                        95

                                                                                                                      
	 	 	 	 
	
                                                                                                                        SECTION
      9.01.

                                                                                                                      	
                                                                                                                        Authorization
      and Action

                                                                                                                      	 	
                                                                                                                        95

                                                                                                                      
	
                                                                                                                        SECTION
      9.02.

                                                                                                                      	
                                                                                                                        Agents’
      Reliance, Etc.

                                                                                                                      	 	
                                                                                                                        95

                                                                                                                      
	
                                                                                                                        SECTION
      9.03.

                                                                                                                      	
                                                                                                                        Agents
      and Affiliates

                                                                                                                      	 	
                                                                                                                        95

                                                                                                                      
	
                                                                                                                        SECTION
      9.04.

                                                                                                                      	
                                                                                                                        Lender’s
      Loan Decision

                                                                                                                      	 	
                                                                                                                        96

                                                                                                                      
	
                                                                                                                        SECTION
      9.05.

                                                                                                                      	
                                                                                                                        Delegation
      of Duties

                                                                                                                      	 	
                                                                                                                        96

                                                                                                                      
	
                                                                                                                        SECTION
      9.06.

                                                                                                                      	
                                                                                                                        Indemnification

                                                                                                                      	 	
                                                                                                                        96

                                                                                                                      
	
                                                                                                                        SECTION
      9.07.

                                                                                                                      	
                                                                                                                        Successor
      Agents

                                                                                                                      	 	
                                                                                                                        97

                                                                                                                      
	 	 	 	 
	
                                                                                                                        ARTICLE
      X

                                                                                                                      	
                                                                                                                        MISCELLANEOUS

                                                                                                                      	 	
                                                                                                                        97

                                                                                                                      
	 	 	 	 
	
                                                                                                                        SECTION
      10.01.

                                                                                                                      	
                                                                                                                        Amendments,
      Etc.

                                                                                                                      	 	
                                                                                                                        97

                                                                                                                      
	
                                                                                                                        SECTION
      10.02.

                                                                                                                      	
                                                                                                                        Notices,
      Etc.

                                                                                                                      	 	
                                                                                                                        98

                                                                                                                      
	
                                                                                                                        SECTION
      10.03.

                                                                                                                      	
                                                                                                                        Assignability

                                                                                                                      	 	
                                                                                                                        99

                                                                                                                      
	
                                                                                                                        SECTION
      10.04.

                                                                                                                      	
                                                                                                                        Additional
      Lender Groups

                                                                                                                      	 	
                                                                                                                        101

                                                                                                                      
	
                                                                                                                        SECTION
      10.05.

                                                                                                                      	
                                                                                                                        Consent
      to Jurisdiction

                                                                                                                      	 	
                                                                                                                        101

                                                                                                                      
	
                                                                                                                        SECTION
      10.06.

                                                                                                                      	
                                                                                                                        WAIVER
      OF JURY TRIAL

                                                                                                                      	 	
                                                                                                                        101

                                                                                                                      
	
                                                                                                                        SECTION
      10.07.

                                                                                                                      	
                                                                                                                        Right
      of Setoff

                                                                                                                      	 	
                                                                                                                        102

                                                                                                                      
	
                                                                                                                        SECTION
      10.08.

                                                                                                                      	
                                                                                                                        Ratable
      Payments

                                                                                                                      	 	
                                                                                                                        102

                                                                                                                      
	
                                                                                                                        SECTION
      10.09.

                                                                                                                      	
                                                                                                                        Limitation
      of Liability

                                                                                                                      	 	
                                                                                                                        102

                                                                                                                      
	
                                                                                                                        SECTION
      10.10.

                                                                                                                      	
                                                                                                                        Taxes

                                                                                                                      	 	
                                                                                                                        103

                                                                                                                      
	
                                                                                                                        SECTION
      10.11.

                                                                                                                      	
                                                                                                                        No
      Proceedings

                                                                                                                      	 	
                                                                                                                        103

                                                                                                                      
	
                                                                                                                        SECTION
      10.12.

                                                                                                                      	
                                                                                                                        Confidentiality

                                                                                                                      	 	
                                                                                                                        103

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  SECTION
      10.13.

                                	
                                  No
      Waiver; Remedies

                                	 
      	
                                  105

                                
	
                                  SECTION
      10.14.

                                	
                                  GOVERNING
      LAW

                                	 
      	
                                  105

                                
	
                                  SECTION
      10.15.

                                	
                                  Execution
      in Counterparts

                                	 
      	
                                  105

                                
	
                                  SECTION
      10.16.

                                	
                                  Integration;
      Binding Effect; Survival of Termination

                                	 
      	
                                  105

                                
	
                                  SECTION
      10.17.

                                	
                                  Headings

                                	 
      	
                                  105

                                
	
                                  SECTION
      10.18.

                                	
                                  Third
      Party Beneficiaries

                                	 
      	
                                  105

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    EXHIBITS
AND SCHEDULES

    


    
      
        	
                EXHIBIT
      A

              	
                Form
      of Borrowing Notice

              
	
                EXHIBIT
      B

              	
                Form
      of Note

              
	
                EXHIBIT
      C-1

              	
                Form
      of Monthly Report After First Borrowing Date

              
	
                EXHIBIT
      C-2

              	
                Form
      of Monthly Report Prior to First Borrowing Date

              
	
                EXHIBIT
      D

              	
                List
      of Offices of Borrower where Records are Kept

              
	
                EXHIBIT
      E

              	
                List
      of Closing Documents

              
	
                EXHIBIT
      F

              	
                Form
      of Assignment and Acceptance

              
	
                EXHIBIT
      G

              	
                Form
      of Joinder Agreement

              
	
                EXHIBIT
      H

              	
                Form
      of Borrowing Base Certificate

              
	
                EXHIBIT
      I-1

              	
                Form
      of Franchisee Agreement with a “franchisee”

              
	
                EXHIBIT
      I-2

              	
                Form
      of Franchisee Agreement with a “dealer”

              
	
                SCHEDULE
      I

              	
                Lender
      Groups

              
	
                SCHEDULE
      II

              	
                Notice
      Addresses

              


      

    

    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    LOAN AND
SERVICING AGREEMENT

     

    This LOAN
AND SERVICING AGREEMENT dated as of October 1, 2010 is among SOC SPV1, LLC, a
Delaware limited liability company (the “Borrower”), SNAP-ON
CREDIT LLC, a Delaware limited liability company (“Snap-on Credit” and
as initial servicer, together with its successors and permitted assigns, the
“Servicer”),
CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO
AS  CONDUIT LENDERS, CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO TIME
PARTY HERETO AS COMMITTED LENDERS, CERTAIN FINANCIAL INSTITUTIONS FROM TIME TO
TIME PARTY HERETO AS ADMINISTRATIVE AGENTS, and JPMORGAN CHASE BANK, N.A.
(“JPMorgan”) as
the Program Agent.  Capitalized terms used herein shall have the
meanings specified in Section
1.01.

     

    PRELIMINARY
STATEMENTS

     

    WHEREAS,
the Borrower from time to time shall purchase Contracts from the Sellers
pursuant to the Receivables Sale Agreement;

     

    WHEREAS,
to fund its purchases under the Receivables Sale Agreement, the Borrower has
requested Loans, on a revolving basis, from the Lenders on the terms and
conditions of this Agreement and shall pledge to the Lenders the assets and
interests in property acquired by it under the Receivables Sale Agreement as
collateral security therefor;

     

    WHEREAS,
the Conduit Lenders may, in their sole discretion, make the Loans so requested,
and if a Conduit Lender in any Lender Group elects not to make any such Loan,
the Committed Lenders in such Lender Group have agreed that they shall make such
Loan, in each case subject to the terms and conditions of this
Agreement;

     

    NOW
THEREFORE, in consideration of the premises, the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party agrees as
follows:

     

    ARTICLE
I  DEFINITIONS

     

    SECTION
1.01.           
 Certain Defined
Terms.  As used in this Agreement, the following terms shall
have the following meanings:

     

    “Add-on Refinance
Amount” has the meaning set forth in Section
5.01(o).

     

    “Adjusted LIBO Rate”
means, for any Tranche Period, an interest rate per annum obtained by dividing
(i) the LIBO Rate for such Tranche Period by (ii) a percentage equal to 100%
minus the LIBO Rate Reserve Percentage for such Tranche Period.

     

    “Administrative Agent”
means, as to any Conduit Lender or Committed Lender, the Person listed on Schedule I as the
“Administrative Agent” for such Lender, or in any Assignment and Acceptance or
Joinder Agreement as an “Administrative Agent”, together with its respective
successors and permitted assigns.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    “Advance” means a
borrowing made hereunder on any Borrowing Date in accordance with Article II and
consisting of the aggregate amount of the several Loans made by the Lenders to
the Borrower on such Borrowing Date.

     

    “Advance Rate Floor”
means either (i) on any date of calculation other than during the Hedging
Satisfaction Period, (x) during Level 1, 18.70% or (y) during Level 2, 24.8%, or
(ii) on any date of calculation during the Hedging Satisfaction Period, (x)
during Level 1, 13.70% or (y) during Level 2, 19.8%.

     

    “Adverse Claim” means
any lien (statutory or other), mortgage, security interest, pledge,
hypothecation, assignment for security, encumbrance or other pledge and security
agreement of any kind or nature whatsoever, whether then in effect or capable of
arising upon the occurrence of any specified events or conditions, and including
any UCC financing statement filed or other perfection measure taken in respect
of the perfection of any lien on any asset or interest in property; provided, however, that if an
Adverse Claim arises solely due to a non-consensual UCC financing statement
covering any Collateral which is filed against the Borrower or any of the
Sellers, but does not create (as such term is defined in the applicable UCC) a
valid security interest in any such Collateral, then the Borrower or such
Seller, as applicable, shall have fifteen (15) days (which shall be in addition
to any grace periods otherwise afforded to the Borrower or such Seller pursuant
to the terms hereof or the Receivables Sale Agreement) after such Person has
knowledge or has received written notice of such financing statement to cause
such financing statement to be terminated (and, if the applicable financing
statement is so terminated, it shall not constitute an “Adverse
Claim”).

     

    “Affected Party” means
any Lender, the Program Agent, any Administrative Agent, any Liquidity Provider,
any insurance company, bank or other funding entity providing liquidity, credit
enhancement or back-up purchase support or facilities to any Conduit Lender, any
agent, administrator or manager of a Conduit Lender, and, with respect to each
of the foregoing, the parent company that directly or indirectly controls such
Person.

     

    “Affiliate” means,
with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or is under common control with such specified
Person.  A Person shall be deemed to control another Person if the
controlling Person owns, directly or indirectly, 5% or more of any class of
voting securities (or other voting interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of stock or otherwise.  None of the Program Agent, any Administrative
Agent or any Lender shall be deemed to be an Affiliate of the Borrower or any
Seller.

     

    “Aggregate Commitment”
means, at any time, the aggregate amount of the Commitments at such time, as
adjusted as necessary to give effect to any Joinder Agreement, and as such
amount may be reduced pursuant to Section 2.03 hereof;
provided, however, that at all
times on and after the Termination Date, the Aggregate Commitment shall mean the
Aggregate Principal Balance.  As of the Effective Date, the Aggregate
Commitment is $100,000,000.

     

    “Aggregate Principal
Balance” means, at any time, the aggregate outstanding principal balance
of the Loans hereunder at such time.

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    “Agreement” means this
Loan and Servicing Agreement, as amended, restated, supplemented or otherwise
modified from time to time.

     

    “Alternative Rate”
means, for any Tranche during any Tranche Period, an interest rate per annum
equal to the sum of the Applicable Margin plus the Adjusted
LIBO Rate for such Tranche Period; provided, however, that in case
of:

     

    (a)           any
Tranche Period with respect to which the Adjusted LIBO Rate is not available
pursuant to Section
2.04;

     

    (b)           any
Tranche Period of less than one (1) month in respect of which the Program Agent
has not allowed Interest to accrue at the Adjusted LIBO Rate;

     

    (c)           any
Tranche Period as to which an Administrative Agent does not receive a request,
by no later than 1:00 P.M. (New York City time) on the second Business Day
preceding the first day of such Tranche Period, that the related Tranche be
funded at the Adjusted LIBO Rate; or

     

    (d)           any
Tranche Period for a Tranche, the Principal Balance of which is less than
$500,000,

     

    the
Alternative Rate for such Tranche Period for the affected Lender(s) shall be an
interest rate per annum equal to the Base Rate plus the Applicable
Margin in effect from time to time during such Tranche Period.

     

    “Applicable Margin”
means 290.0 basis points.

     

    “Asset Purchase
Agreement” means any asset purchase agreement, liquidity loan agreement
or other agreement pursuant to which a Conduit Lender may from time to time
assign part or all of the Loans made by such Conduit Lender to a Liquidity
Provider, or incur indebtedness to a Liquidity Provider and pledge part or all
of the Loans made by such Conduit Lender as collateral security to such
Liquidity Provider, as such agreement may be amended, restated, supplemented or
otherwise modified from time to time.

     

    “Assignment and
Acceptance” means an agreement substantially in the form set forth as
Exhibit F
hereto.

     

    “Audit” has the
meaning set forth in Section
5.01(d).

     

    “Authorized Officer”
means, with respect to any Person, its president, vice president, secretary
corporate controller, treasurer, assistant treasurer or chief financial
officer.

     

    “Back-up Servicer”
means an established financial institution having a net worth of at least
$50,000,000, whose regular business involves servicing contracts similar to the
Pledged Contracts, and who is approved in writing by the Administrative Agents
(such approval not to be unreasonably withheld or delayed).

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    “Back-up Servicing
Agreement” means the agreement entered into within ninety (90) days of a
Mandatory Back-up Servicer Event, which shall be reasonably acceptable in form
and substance to the Program Agent.

     

    “Back-up Servicing
Fee” means the price set forth in the Back-up Servicing Agreement, if
applicable.

     

    “Bankruptcy Code”
means Title 11 of the United States Code, 11 U.S.C. Section 101 et seq., as amended from time
to time, or any successor thereto.

     

    “Base Rate” means a
fluctuating interest rate per annum as shall be in effect from time to time,
which rate shall at any time, in respect of any Lender Group, be determined by
the Administrative Agent of such Lender Group to be equal to the highest
of:  (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50%, and
(iii) the Adjusted LIBO Rate for a Tranche Period of one month plus
1.00%.

     

    “Base Rate Tranche”
means a Tranche for which Interest is computed by reference to the Base
Rate.

     

    “Borrower” means SOC
SPV1, LLC, a Delaware limited liability company, in its capacity as the borrower
hereunder, together with its successors and permitted assigns.

     

    “Borrower Obligations”
means all present and future indebtedness and other liabilities and obligations
(howsoever created or evidenced, whether direct or indirect, absolute or
contingent, or due or to become due) of the Borrower to the Secured Parties
arising under this Agreement or any other Facility Document or the transactions
contemplated hereby or thereby, and shall include, without limitation, the
repayment of the Aggregate Principal Balance and the payment of Interest,
principal, Fees and all other amounts due or to become due from the Borrower to
the Secured Parties under the Facility Documents (whether in respect of fees,
expenses, indemnifications, breakage costs, increased costs or otherwise),
including, without limitation, interest, fees and other obligations that accrue
after the commencement of any bankruptcy, insolvency or similar proceeding with
respect to any Transaction Party (in each case whether or not allowed as a claim
in such proceeding).

     

    “Borrower
Representatives” has the meaning set forth in Section
10.12(a).

     

    “Borrowing Base”
means, as of any date of determination, an amount equal to:

     

    (i)           the
Outstanding Eligible Balance at such time, minus

     

    (ii)          the
greatest of:

     

    (A)         the
product of:

     

    (x)           either
(1) on any date which is not during the Hedging Satisfaction Period, 5 times the
three-month average Loss-to-Liquidation Ratio for the most recently preceding
three months, or (2) on any date which is during the Hedging Satisfaction
Period, (i) 5 times the three-month average Loss-to-Liquidation Ratio for the
most recently preceding three months minus (ii) (solely in the case of this
clause (2))
5.00%; times

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    (y)           the
Outstanding Eligible Balance at such time;

     

    (B)          the
product of:

     

    (x)           the
Advance Rate Floor; times

     

    (y)           the
Outstanding Eligible Balance at such time; and

     

    (C)          2%
of the Peak Principal Amount.

     

    “Borrowing Base
Certificate” means the certificate substantially in the form attached
hereto as Exhibit
H.

     

    “Borrowing Base
Deficiency” means, on any date of determination the amount, if any, by
which the aggregate of the outstanding Advances exceeds the Borrowing Base at
such time.

     

    “Borrowing Date” means
any date on or after the Effective Date on which Loans are advanced
hereunder.

     

    “Borrowing Notice”
means a written request for Loans to be made hereunder substantially in the form
of Exhibit A
hereto and duly executed by the Borrower.

     

    “Business Day” means
any day other than a Saturday, Sunday or public holiday or the equivalent for
banks in New York City, New York and Chicago, Illinois and, if the term
“Business Day” is used in connection with the LIBO Rate, any day on which
dealings are carried on in the London interbank market.

     

    “Change of Control”
means (i) the acquisition by any Person, or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities and Exchange Act of
1934) directly or indirectly of voting stock (or other securities convertible
into voting stock) of SOI representing 30% or more (by number of votes) of the
outstanding shares of voting stock of SOI, (ii) SOI ceases to own, directly or
indirectly, at least 51% of the outstanding capital stock of Snap-on Credit,
free and clear and of any Adverse Claim, or (iii) Snap-on Credit ceases to own,
directly or indirectly, 100% of the outstanding capital stock of the Borrower,
free and clear of any Adverse Claim.

     

    “Charged-off
Contracts” means any Contract which has been charged-off as uncollectible
or otherwise by the Servicer in accordance with its Credit and Collection Policy
and/or its applicable and/or customary servicing standards.

     

    “Closing Date” has the
meaning set forth in the Receivables Sale Agreement.

     

    “Collateral” has the
meaning set forth in Section
2.16.

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    “Collection Account”
means an account at JPMorgan Chase Bank, N.A. maintained in the name of the
Borrower, subject to the security interest of the Program Agent for the benefit
of the Secured Parties, for the purpose of receiving Collections, or any other
account which may be designated by the Borrower and approved by the Program
Agent with respect to which all the actions required under Sections 5.01(j) and
5.03(g) shall
have been taken.

     

    “Collections” means,
with respect to any Pledged Contract, (i) any and all cash collections and other
cash proceeds (including Recoveries) of such Pledged Contract, including,
without limitation, all cash proceeds of Related Security with respect to such
Pledged Contract and any collection of such Pledged Contract received pursuant
to the terms of this Agreement or any other Facility Document, (ii) all amounts
received in respect of recourse purchase or repurchase requirements or otherwise
from any Franchisee, vender, broker, dealer or supplier with respect to such
Pledged Contract or the related Equipment (including, without limitation, any
such amounts which are or may become payable to the Borrower by any Snap-on
Originator or any Affiliate in connection with intercompany payment requirements
as a result of debits or credits to the related Franchisee’s settlement
statement or any applicable inter-company arrangement of a Snap-on Originator
maintained by such Snap-on Originator or such Affiliate and relating to such
Franchisee’s payment obligation), (iii) all amounts received in respect of any
Hedge Agreement, (iv) all proceeds received in connection with the sale or other
disposition of any such Pledged Contract (including, without limitation,
pursuant to any Take-Out Securitization, pursuant to Section 5.01(o)
or in connection with any Receivables required to be repurchased by any Seller
under the Receivables Sale Agreement) and (v) subject to the priorities for
payment set forth in Section 2.08(b),
all proceeds received in respect of Late Payment Penalty and Similar Fees, and
any other penalty amounts or related charges; provided, however, that
Collections shall not include any amounts required to be remitted to any
Franchisee under the related Franchisee Agreement with respect to such
Franchisee’s share of Recoveries, if any, on a Defaulted Contract.

     

    “Commitment” of any
Committed Lender means the Dollar amount set forth on Schedule I hereto or,
in the case of a Committed Lender that becomes a party to this Agreement
pursuant to an Assignment and Acceptance or Joinder Agreement, as applicable,
the amount set forth therein as such Committed Lender’s “Commitment”, in each
case as such amount may be reduced or increased from time to time in accordance
with this Agreement.

     

    “Commitment Termination
Date” means September 30, 2011, as such date may be extended from time to
time pursuant to Section
2.02(c).

     

    “Committed Lender”
means, as to any Lender Group, each of the financial institutions listed on
Schedule I as a
“Committed Lender” for such Lender Group, or in any Assignment and Acceptance or
Joinder Agreement as a “Committed Lender” for the applicable Lender Group,
together with its respective successors and permitted assigns.

     

    “Computer File” means
the computer files maintained by the Servicer which provide information relating
to the Contracts, and includes the master file and the history file as well as
servicing information with respect to the Contracts.

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    “Concentration
Criterion” has the meaning set forth in the Receivables Sale
Agreement.

     

    “Concentration Limits”
has the meaning set forth in the Receivables Sale Agreement.

     

    “Conduit Lenders”
means, collectively, the Persons identified as “Conduit Lenders” on Schedule I, or in any
Assignment and Acceptance or Joinder Agreement as a “Conduit Lender,” and their
respective successors and permitted assigns.

     

    “Conduit Lending
Limit” means, for any Conduit Lender, the maximum principal amount of the
Loans which may be advanced by such Conduit Lender as set forth on Schedule I (or on the
signature page to the Assignment and Acceptance or Schedule A to the Joinder
Agreement, as applicable, pursuant to which such Conduit Lender became a party
hereto), subject to an assignment pursuant to Section 10.03, as
such amount may be modified from time to time in accordance with this
Agreement.

     

    “Consolidated” refers
to the consolidation of accounts in accordance with GAAP.

     

    “Contract” has the
meaning set forth for “Contract” in the Receivables Sale Agreement or for
“Conveyed Contract” as the context may require.

     

    “Contract Assets” has
the meaning set forth for “Contract Assets” in the Receivables Sale Agreement or
for the “Conveyed Contract Assets” as the context may require.

     

    “Contract File” means,
with respect to each Contract, (a) (i) the fully executed original of each
tangible record constituting or forming a part of such Contract that is tangible
chattel paper (as such term is defined in Section 9-102 of the UCC) or (ii) a
single “authoritative copy” (as such term is defined in Section 9-105 of the
UCC) of each electronic record constituting or forming a part of such Contract
(including, in each case, all schedules, amendments, waivers, documents, notes,
instruments and/or records evidencing such Contract and the related payment
obligation of the applicable Obligor (whether tangible or electronic))
(including, if applicable, any such Contract and records maintained in
electronic format), and (b) a copy of the original UCC financing statement with
respect to the related Equipment or a written record or other written evidence
from the applicable filing office, which written record or other written
evidence reasonably identifies the related Obligor, the secured party and the
related collateral.

     

    “Contract Schedule”
has the meaning set forth in the Receivables Sale Agreement.

     

    “Control Agreement”
means that certain Blocked Account Control Agreement dated as of October 1, 2010
among the Borrower, the Servicer, JPMorgan Chase Bank, N.A., as depositary, and
the Program Agent, as amended, restated, supplemented or otherwise modified from
time to time.

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    “CP Costs” means, for
each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper of
any Conduit Lender administered by JPMorgan on such day, plus (ii) any and all
accrued commissions in respect of placement agents and commercial paper dealers,
and issuing and paying agent fees incurred, in respect of Pooled Commercial
Paper of such Conduit Lender for such day, plus (iii) other
costs associated with funding small or odd-lot amounts with respect to all
receivable purchase facilities which are funded by Pooled Commercial Paper of
such Conduit Lender for such day, minus (iv) any
accrual of income net of expenses received on such day from investment of
collections received under all receivable purchase or financing facilities
funded substantially with Pooled Commercial Paper of such Conduit Lender, minus (v) any payment
received on such day net of expenses in respect of Liquidation Fees related to
the prepayment of any purchaser interest of such Conduit Lender pursuant to the
terms of any receivable purchase or financing facilities funded substantially
with Pooled Commercial Paper.

     

    “CP Rate”
means:

     

    (a)           with
respect to any Conduit Lender for which JPMorgan is the Administrative Agent,
for any Tranche Period for any Tranche, to the extent such Conduit Lender funds
such Tranche by issuing Promissory Notes, a per annum rate equal to a fraction,
expressed as a percentage, the numerator of which shall be equal to the sum of
the CP Costs, determined on a pro rata basis, based upon the percentage share
that the dollar amount of such Tranche represents in relation to all assets or
investments associated with any assets held by such Conduit Lender and funded
substantially with Pooled Commercial Paper, for each day during such Tranche
Period (or portion thereof), and the denominator of which is the weighted daily
average Principal Balance of such Tranche during such Tranche
Period;

     

    (b)           with
respect to any other Conduit Lender, the comparable rate identified as being the
“CP Rate” in respect of such Lender pursuant to an Assignment and Acceptance or
Joinder Agreement, as applicable, by which such Conduit Lender became a party to
this Agreement; and

     

    (c)           at
all times following the Revolving Period, the “CP Rate” with respect to any
applicable Conduit Lender shall be the rate determined at such time for such
Conduit Lender pursuant to paragraph (a) or
(b) above, as
applicable, plus 1.40%.

     

    “Credit and Collection
Policy” means for any Contract, the billing, collection, enforcement,
write-off, modification and servicing policies, procedures and practices of any
of the Sellers or the Servicer, as the context may require, and each such
Seller’s origination and underwriting procedures and practices, in each case for
sales contracts and promissory notes and security agreements of the same general
type as the Covered Contracts, as delivered and certified to be true, correct
and complete on the Closing Date, to the Program Agent, as modified from time to
time in accordance with the terms of Sections 5.02(c) and
5.04(b).

     

    “Cutoff Date” has the
meaning set forth in the Receivables Sale Agreement.

     

    “Default Rate” means
(i) in the case of any Tranche in respect of which Interest is computed by
reference to the CP Rate, a fluctuating interest rate per annum equal to
the higher of (a) the CP Rate plus 3.25% and (b)
the Base Rate plus 3.25%, (ii) in
the case of any Tranche in respect of which Interest is computed by reference to
the Alternative Rate, a fluctuating interest rate per annum equal to the Base
Rate plus
3.25%, and (iii) in the case of any other amount due hereunder, a fluctuating
interest rate per annum equal to the Base Rate plus
3.25%.

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    “Defaulted Contract”
has the meaning set forth in the Receivables Sale Agreement.

     

    “Defaulting Lender”
means any Committed Lender that, as determined by the Program Agent, has (a)
failed to fund any portion of its Loans within three (3) Business Days of the
date required to be funded by it hereunder, (b) notified the Borrower or the
Program Agent in writing that it does not intend to comply with any of its
funding obligations under this Agreement or has made a public statement to the
effect that it does not intend to comply with its funding obligations under this
Agreement, (c) failed, within three (3) Business Days after request by the
Program Agent, to confirm that it will comply with the terms of this Agreement
relating to its obligations to fund prospective Loans, (d) otherwise failed to
pay over to the Program Agent, the Administrative Agent in its Lender Group or
any other Lender in its Lender Group any other amount required to be paid by it
hereunder within three (3) Business Days of the date when due, unless the
subject of a good faith dispute, or (e) (i) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or (ii) has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or a receiver, conservator,
trustee or custodian has been appointed for such parent company.

     

    “Delinquency Ratio”
means, for any month, the ratio (calculated as of the last day of each calendar
month) of (i) the Outstanding Balance of Pledged Contracts that were deemed to
be more than 30 days past due or greater in accordance with the Credit and
Collection Policy, and which do not therefore constitute “current” or “prepaid”
Pledged Contracts, (and that are not Charged-off Contracts) as of the last day
of such month, to (ii) the Outstanding Balance of all Pledged Contracts (and
that are not Charged-off Contracts) as of the last day of such
month.  Notwithstanding the foregoing solely for purposes of
determining whether or not an Early Amortization Event or Event of Termination
has occurred, the Delinquency Ratio shall only be tested for such purpose when
on the date of such required calculation hereunder any amounts are outstanding
in respect of the Loans at such time (whether or not such date is the last day
of a calendar month) and, if any such Early Amortization Event or Event of
Termination is determined by taking an average of the Delinquency Ratio over one
or more prior months (consecutive or otherwise) such calculation shall be based
on the required number of months but selecting only the most recently preceding
months as of the last day of which the outstanding balance of any Loans
hereunder was greater than zero; it being understood that this sentence shall
only limit dates for calculating the Delinquency Ratio for purposes of
determining whether or not the performance triggers set forth in the Early
Amortization Events or Events of Termination have occurred at such time, but
shall not affect or limit the requirement to calculate the Delinquency Ratio on
a consecutive monthly basis for purposes of (x) calculating the Borrowing Base
(or any credit enhancements which are part thereof) (y) any ratios based on
Managed Receivables or (z) any other purposes under the Facility
Documents.

     

    “Delinquent Contract”
means, at any time, a Contract (i) which is deemed to be more than 30 days past
due in accordance with the Credit and Collection Policy and (ii) that is not a
Defaulted Contract.

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    “Dollars” and “$” each mean the
lawful currency of the United States of America.

     

    “During the
continuance” or “during the
continuation” and words of similar import mean, when used in connection
with an Event of Termination or Servicer Termination Event, the period
commencing with the occurrence of such Event of Termination or Servicer
Termination Event, after giving effect to any applicable grace period, and
ending (if at all) on the effective date of a waiver in respect of such Event of
Termination or Servicer Termination Event issued in accordance with the terms of
Section 10.01,
it being understood that an Event of Termination or Servicer Termination Event
shall continue to exist unless and until waived in accordance with the terms of
Section 10.01,
notwithstanding the cure of the underlying event or condition that shall have
given rise to such Event of Termination or Servicer Termination Event at any
time after the lapse of the applicable grace period.

     

    “Early Amortization
Event” means either (i) the occurrence, on any date, of a Portfolio
Performance Early Amortization Event or (ii) the Excess Spread Ratio shall, on
any date, be less than 3.0%; it being understood that such Early Amortization
Event shall no longer be deemed to exist following the end of the related Early
Amortization Period with respect to all Early Amortization Events.

     

    “Early Amortization
Period” means a period commencing on the occurrence of an Early
Amortization Event and ending on the earliest to occur of (i) the cure of such
Early Amortization Event (whether by additions to the Collateral or following a
period of amortization or otherwise), (ii) the reduction to zero of the
Aggregate Principal Balance of the Loans or (iii) such Early Amortization Event
being waived in writing by the Administrative Agents (it being understood that
if more than one Early Amortization Event has occurred and is continuing at such
time, the related Early Amortization Period will only end if all Early
Amortization Events have been cured or are waived at such time in accordance
with clauses (i)
through (iii)
above).

     

    “EBITDA” for any
Person on any date of calculation shall mean, for any period, net income (or net
loss) plus the sum of (a) interest expense, (b) taxes on or measured by income
(including franchise taxes imposed in lieu of income taxes), (c) depreciation
expense, (d) amortization expense and (e) other non-cash or extraordinary
charges, in each case determined in accordance with GAAP for such
period.  For the purposes of calculating EBITDA for any period, if
during such period such Person or any of its subsidiaries being included in such
calculation at such time shall have made an acquisition or a disposition, EBITDA
for such period shall be calculated after giving pro forma effect thereto as if
such acquisition or disposition occurred on the first day of such
period.

     

    “Effective Date” means
the later of (i) October 1, 2010 and (ii) the date the conditions precedent set
forth in Section
3.01 shall have been satisfied or waived by the Program
Agent.

     

    “Eligible Contract”
has the meaning set forth in the Receivables Sale Agreement.

     

    “Eligible Hedge
Agreement” means a Hedge Agreement in the form of an interest rate
agreement that complies with the requirements set forth in Section
2.05(e).

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    “Eligible Hedge
Counterparty” means a Hedge Counterparty that has (i) a short-term rating
of at least “A-1”, “P-1” or “F1+” by at least two of S&P, Moody’s or Fitch,
respectively or, (ii) if a short-term rating is unavailable for a Hedge
Counterparty, a long-term rating of at least “A+”, “A1” or “A+” by at least two
of S&P, Moody’s or Fitch, respectively.  Notwithstanding the
foregoing, in the event that a Hedge Counterparty fails to maintain the required
ratings by at least two of the rating agencies as described in this definition
above, such Hedge Counterparty may remain an Eligible Hedge Counterparty so long
as (x) its rating does not fall below “A-2”, “P-2” or “F-2” by any two of
S&P, Moody’s or Fitch and (y) within 10 Business Days after such rating
withdrawal or reduction (if such withdrawal or reduction is continuing) such
Hedge Counterparty has executed and delivered to the Borrower and each
Administrative Agent, a credit support document, in form and substance, and
supported by a type and amount of collateral, in each case, reasonably
acceptable to the Required Lenders.  Following the failure on the part
of such Hedge Counterparty to effect such a collateral support arrangement
acceptable to the Required Lenders on or prior to the expiration of such 10-day
period, such Hedge Counterparty shall no longer constitute an Eligible Hedge
Counterparty for purposes of this Agreement and the other Facility
Documents.

     

    “Equipment” means new
or used equipment (including any related software), the sale and financing of
which shall have given rise to a Contract, or, in limited circumstances, stand
alone software upgrades to an existing hardware component of Equipment
manufactured, produced or sold by SOI or any of its Affiliates or Subsidiaries
in which a blanket security interest in all Equipment is granted under the
Contract arising from the sale and financing of such software.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended or any successor
statute.

     

    “ERISA Affiliate”
means (a) a corporation which is a member of a controlled group of corporations
with SOI within the meaning of Section 414(b) of the IRC, (b) a trade or
business (whether or not incorporated) which is under common control with SOI
within the meaning of Section 414(c) of the IRC or Section 4001(b)(1) of ERISA,
(c) a member of an affiliated service group with SOI within the meaning of
Section 414(m) of the IRC, or (d) an entity treated as under common control with
SOI by reason of Section 414(o) of the IRC.

     

    “ERISA Plan” means any
employee benefit plan (a) maintained by SOI or any ERISA Affiliate, or to which
any of them contributes or is obligated to contribute, for its employees and (b)
covered by Title IV of ERISA or to which Section 412 of the IRC
applies.

     

    “Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.

     

    “Event of Termination”
has the meaning set forth in Section
7.01.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    “Excess Spread” means
an amount, computed as of the last day of each Monthly Period, equal to the
excess, if any, of: (a) the sum of (i) all interest or finance charges and other
similar interest related amounts (excluding any Late Payment Penalty and Similar
Fees which are payable pursuant to clause (ii) of each
of Sections
2.08(b) or 2.08(c), as
applicable) accrued on all Pledged Contracts outstanding during such Monthly
Period, (ii) all payments, if any, received during such period by the
counterparty under any applicable Hedge Agreements (other than any termination
payments paid in accordance with Section 2.08), and
(iii) solely to the extent that no Loans are outstanding at such time, any funds
or amounts (other than principal collections on the Pledged Contracts) which are
owned or have been received by the Borrower at such time and are available to
make the payments described in clause (b) below
(such amounts, for purposes of the calculations in this clause (iii), not to
exceed 0.675% of the Aggregate Commitment during any calendar year) minus (b) the sum of
(i) the Usage Fee, the Unused Fee, the Servicer Fee, the Back-up Servicing Fee
(if any) and all Other Fees payable by the Borrower under this Agreement and the
other Facility Documents, accrued during such calendar month, plus (ii) (x) on
any date following the acquisition by the Borrower of one or more Hedge
Agreements in accordance with the terms of this Agreement and during the period
any such Hedge Agreement remains in effect, the weighted average cap rate for
all Hedge Agreements for such Monthly Period multiplied by the
Aggregate Principal Balance then outstanding at such time, or (y) in all other
cases, all accrued and unpaid interest (including any increases in any such
interest amounts) on the Loans during such calendar month, plus (iii) any other
costs or expenses of the Borrower of any nature whatsoever incurred during such
period (other than any such obligations of the Borrower in respect of principal
on the Loans).

     

    “Excess Spread Ratio”
means the percentage equivalent of a fraction (computed as of the last day of
each Monthly Period), (a) the numerator of which is the Excess Spread, as
calculated for such Monthly Period, and (b) the denominator of which is the
Outstanding Eligible Balance as of the first day of such Monthly
Period.

     

    “Excluded Taxes” has
the meaning set forth in Section
2.15(a).

     

    “Facility Documents”
means, collectively, this Agreement, the Receivables Sale Agreement, the
Performance Guaranty Agreement, the Control Agreement, each Hedge Agreement (if
applicable), the Back-up Servicing Agreement (if applicable), the Fee Letter and
all other agreements, documents and instruments delivered pursuant thereto or in
connection therewith.

     

    “Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal (for each day
during such period) to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York; or if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions
received by the Program Agent from three federal funds brokers of recognized
standing selected by it.

     

    “Fees” means,
collectively, all Usage Fees, Unused Fees and Other Fees.

     

    “Final Collection
Date” means the date on or following the Termination Date on which the
Aggregate Principal Balance has been reduced to zero and all other Borrower
Obligations (other than contingent obligations that are not then manifest) have
been paid in full.

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    “Fitch” means Fitch,
Inc. and its successors.

     

    “Flow of Collections
Chart” means the chart delivered and certified to be true, correct and
complete on the Closing Date to the Program Agent.

     

    “Franchisee” means
either (x) a “franchisee” or “dealer” in accordance with the terms of the
Franchise Disclosure Document, as the same may be amended, modified or otherwise
supplemented from time to time and who has signed and is a party to a currently
enforceable Franchisee Agreement or (y) a Snap-on Originator, as the context may
require.

     

    “Franchisee Agreement”
means (1) in the case of a franchise or dealer that is not a Snap-on Originator,
an agreement, as amended, modified, restated or supplemented from time to time,
either (w) between a Franchisee that is a “franchisee” and Snap-on Credit on
commercial terms substantially similar to those set forth in the form attached
hereto as Exhibit
I-1, (x) between a Franchisee that is a “dealer” and Snap-on Credit on
commercial terms substantially similar to those set forth in the form attached
hereto as Exhibit
I-2, or (y) any franchisee or dealer agreement entered into in the normal
course of the applicable Seller’s business (but not in the form of Exhibits I-1 or I-2 attached hereto)
so long as, in the case of this clause (y), such
agreement is either (i) executed prior to the Closing Date and the aggregate
principal amount of Pledged Contracts originated under such agreements does not
exceed 5% of the aggregate principal amount of all Pledged Contracts at such
time or (ii) consented to in writing by the Required Lenders or (2) in the case
of any Snap-on Originator, a written sale or similar agreement between such
Snap-on Originator and Snap-on Credit reflecting the applicable arrangements
pursuant to which such Snap-on Originator sells, transfers or otherwise conveys
Contracts and other assets from time to time on customary arms-length business
terms to Snap-on Credit in the ordinary course of business.

     

    “GAAP” means generally
accepted accounting principles in the United States of America as in effect from
time to time.

     

    “Governmental
Authority” means any national, state or local government (whether
domestic or foreign), any political subdivision thereof or any other
governmental, quasi-governmental, judicial, regulatory, public or statutory
instrumentality, authority, body, agency, bureau or entity (including, the
Comptroller of the Currency, the Federal Reserve Board, any central bank or any
comparable authority), or any arbitrator with authority to bind a party to this
Agreement at law.

     

    “Hedge Agreement”
means documentation to which the Borrower is party relating to a hedge
transaction that provides protection to the Borrower against fluctuations in
interest rates, in the form of an interest rate cap agreement.

     

    “Hedge Counterparty”
means the counterparty to the Borrower under the applicable Hedge Agreement,
together with its successors and permitted assigns.

     

    “Hedge Event Date”
means the date following the earliest to occur of any Voluntary Hedge Event or
Mandatory Hedge Event.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    “Hedging Rate” means,
in the case of any Hedge Agreement at any time, the cap rate, set forth in such
Hedge Agreement.

     

    “Hedging Requirement”
means, on any date of determination, the acquisition by the Borrower and, at all
relevant times thereafter (solely for purposes of the use of the term “Hedging
Requirement” in the Facility Documents), the maintenance in full force and
effect, of one or more Eligible Hedge Agreements with Eligible Hedge
Counterparties and with an aggregate notional amount, on each such relevant date
of determination at least equal to the Aggregate Principal Balance then
outstanding on such date.

     

    “Hedging Satisfaction
Period” means the period commencing on the date following a Hedge Event
Date (other than as a result of a Mandatory Hedge Event of the type described in
clause (i) of
the definition thereof, except as otherwise provided in the last sentence of
this definition) on which the Hedging Requirement has been satisfied and ending
on the earliest of any date on which (x) the Hedging Requirement fails to be
satisfied (subject solely to the proviso set forth in this definition below),
(y) the Excess Spread Ratio is less than the Minimum Excess Spread Percentage or
(z) any Hedge Counterparty fails to be an Eligible Hedge Counterparty; provided,
however, that if at any time the Hedging Satisfaction Period has ended because
of either (or both) of clause (y)
and/or clause (z)
above, and thereafter both the Excess Spread Ratio is greater than or equal to
the Minimum Excess Spread Percentage (and has been greater than or equal to the
Minimum Excess Spread Percentage for at least three consecutive calendar months)
and, at the same time, if applicable, the Borrower has satisfied the
requirements set forth in Section 2.05(e) to
replace such Hedge Counterparty within the 45 day period described therein and
all other requirements for the Hedging Satisfaction Period are satisfied at such
time (including the Hedging Requirement), the Hedge Satisfaction Period shall
resume.  Notwithstanding anything in this definition or otherwise in
this Agreement to the contrary, the Borrower will not be able to create, achieve
or otherwise satisfy the Hedging Satisfaction Period for purposes of the
calculation of the Borrowing Base or for any other purpose herein, in any case
where it is required to obtain a Hedge Agreement pursuant to Section 2.05(e) as a
result of a Mandatory Hedge Event of the type described in clause (i) of the
definition thereof unless thereafter the Excess Spread Ratio is greater than or
equal to the Minimum Excess Spread Percentage for at least three consecutive
calendar months.

     

    “Incipient Event of
Termination” means any event which, with the giving of notice or lapse of
time or both, would constitute an Event of Termination.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than (i) trade and similar accounts
payables that (x) are not overdue by more than one hundred twenty (120) days
incurred in the ordinary course of such Person’s business or (y) are being
contested in good faith by appropriate proceedings and as to which appropriate
reserves are being maintained, (ii) accrued expenses arising in the ordinary
course of business, employee compensation and pension obligations and other
obligations arising from employee benefit agreements and programs, (iii)
earn-outs and holdbacks and (iv) customer advances), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (e) all obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP, recorded as capital leases, (f) all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (g) all net obligations of
such Person in respect of Hedge Agreements (solely for purposes of this
definition, as such term is defined in the SOI Credit Agreement), (h) all
Indebtedness of others referred to in clauses (a) through (g) above or clause
(A) below guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such Person through an agreement (1)
to pay or purchase such Indebtedness or to advance or supply funds for the
payment or purchase of such Indebtedness, (2) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, (3) to supply funds to or in any
other manner invest in the debtor (including any agreement to pay for property
or services irrespective of whether such property is received or such services
are rendered) or (4) otherwise to assure a creditor against loss, provided that,
if the guaranty or other agreement provides for limited recourse to such Person
for such Indebtedness, it shall be taken into account only to the extent of such
recourse, and (A) all Indebtedness referred to in clauses (a) through (h) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness, provided that, if such Person has not assumed or become liable for
the payment of such Indebtedness, it shall be taken into account only to the
extent of the book value or fair market value, whichever is greater, of the
property subject to such Lien; provided, further, however, that solely
in the case of Persons other than the Borrower, the term “Indebtedness” shall
not include obligations incurred in connection with a Permitted Receivables
Financing (as such term is defined in the SOI Credit Agreement).

     

    “Indemnified Amount”
has the meaning set forth in Section
8.01.

     

    “Indemnified Party”
has the meaning set forth in Section
8.01.

     

    “Insolvency Event”
means for any Person (i) such Person or any of its material Subsidiaries shall
generally not pay its debts as such debts become due or shall admit in writing
its inability to pay its debts generally or shall make a general assignment for
the benefit of creditors; or (ii) any proceeding shall be instituted by such
Person or any of its material Subsidiaries seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its
property; or (iii) any proceeding shall be instituted against such Person or any
of its material Subsidiaries seeking to adjudicate it bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or any substantial part of its property, which
proceeding continues undismissed or unstayed for a period of 60 consecutive days
or (iv) such Person or any of its material Subsidiaries shall take any corporate
action to authorize any of the actions set forth in clauses (i), (ii) or (iii)
above.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    “Interest” means, for
any Tranche and any Tranche Period, the sum for each day during such Tranche
Period of the following:

     

    IR x
PB/CB

     

    
      
        
          	
                  where:

                	 
      	 
      
	 
      	 
      	 
      
	
                  IR

                	
                  =

                	
                  the
      Interest Rate for such Tranche for such day.

                
	
                  PB

                	
                  =

                	
                  the
      Principal Balance of such Tranche on such day.

                
	
                  CB

                	
                  =

                	
                  (i)
      in the case of a Base Rate Tranche, 365 or 366 and (ii) in the case of any
      other Tranche, 360.

                


        

      

    

    


    “Interest Rate” means,
with respect to any Tranche for any day (a) to the extent such Tranche is funded
on such day by a Conduit Lender through the issuance of Promissory Notes, the
CP Rate and (ii) otherwise, the Alternative Rate; provided, that at all
times following the occurrence and during the continuation of an Event of
Termination, the Interest Rate for each Tranche on each day shall be an interest
rate per annum equal to the Default Rate.

     

    “IRC” means the
Internal Revenue Code of 1986, as amended from time to time, and any successor
statute.

     

    “IRS” means the
Internal Revenue Service of the United States of America.

     

    “Joinder Agreement”
means a joinder agreement substantially similar to Exhibit G attached
hereto.

     

    “JPMorgan” has the
meaning set forth in the preamble to this Agreement.

     

    “Late Payment Penalty and
Similar Fees” means (x) any late payment fees, insufficient fund fees,
non-financed UCC filing fees, check fees and extension fees paid by Obligors on
Pledged Contracts and (y) any taxes and other governmental fees and charges
received with respect to any Pledged Contracts and in each case deemed
Collections and allocated pursuant to Section 2.08(b)
or 2.08(c), as
applicable.

     

    “Lender” means any
Conduit Lender or Committed Lender, as applicable, and “Lenders” means,
collectively, the Conduit Lenders and the Committed Lenders.

     

    “Lender Group” means
any Administrative Agent and its related Conduit Lenders and Committed
Lenders.

     

    “Lender Group Limit”
means, for any Lender Group, the amount set forth on Schedule I (or in an
Assignment and Acceptance or a Joinder Agreement pursuant to which such Lender
Group became party hereto), as such amount may be modified in accordance with
Section 2.03,
subject to an assignment pursuant to Section
10.03.

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    “Level 1” means and/or
shall be deemed to exist or be occurring at any time and during any period
during which either (x) the most recently calculated ratio as at the end of each
fiscal quarter of Consolidated Indebtedness to EBITDA for the four fiscal
quarters then ended of SOI (and its Consolidated Subsidiaries and Affiliates),
is less than or equal to 3.0, (y) the most recently calculated ratio as at the
end of each fiscal quarter of Consolidated Indebtedness to the sum of (i)
Consolidated Indebtedness and (ii) shareholders’ equity of SOI, is less than or
equal to 0.50 or (z) both (A) the most recently calculated ratio as at the end
of each fiscal quarter of Consolidated Indebtedness to the sum of (i)
Consolidated Indebtedness and (ii) shareholders’ equity of SOI, is less than or
equal to 0.55 and (B) SOI has a rating greater than or equal to any two of the
following “BBB”, “Baa2” or “BBB” by S&P, Moody’s and Fitch,
respectively.  For the avoidance of doubt, it is understood that when the
foregoing metrics are achieved Level 1 will exist and/or be
reinstated. 

     

    “Level 2” means and/or
shall be deemed to exist or be occurring at any time and during any period that
Level 1 has not been satisfied or reinstated in accordance with the provisions
set forth in the definition thereof.

     

    “LIBO Rate” means, for
any LIBOR Tranche and the related Tranche Period, the rate determined by the
related Administrative Agent by reference to the British Bankers’ Association
Interest Settlement Rate for deposits in Dollars, with a maturity comparable to
such Tranche Period, appearing on Reuters BBA LIBOR Rate Page 3750 (or any such
screen as may replace such screen on such service or any successor to or
substitute for such service, providing rate quotations comparable to those
currently provided by such service, as determined by the related Administrative
Agent from time to time for purposes of providing quotations of interest rates
applicable to deposits in Dollars in the London interbank market) at
approximately 11:00 a.m., London time, on the second Business Day before the
first day of such Tranche Period.  In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” for the applicable
LIBOR Tranche and related Tranche Period shall be the rate at which deposits in
Dollars in a principal amount which approximates the portion of the Loan
allocated to such Tranche (but not less than $1,000,000) and for a maturity
comparable to such Tranche Period are offered by the related Reference Bank in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, on the second Business Day before (and for value on)
the first day of such Tranche Period.

     

    “LIBO Rate Reserve
Percentage” means, for any LIBOR Tranche and the related Tranche Period,
the reserve percentage applicable two Business Days before the first day of such
Tranche Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) (or, if more than one
such percentage shall be applicable, the daily average of such percentages for
those days in such Tranche Period during which any such percentage shall be so
applicable) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes
deposits by reference to which the interest rate on Eurocurrency Liabilities is
determined) having a term equal to such Tranche Period.

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

    “LIBOR Tranche” means
a Tranche for which Interest is computed by reference to the Adjusted LIBO
Rate.

     

    “Lien” means any lien,
security interest or other charge or encumbrance of any kind, or any other type
of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor (excluding operating leases) and any
easement, right of way or other encumbrance on title to real
property.

     

    “Liquidation Fee”
means for any Tranche held by a Lender the Principal Balance of which is reduced
on any date other than the last day of the related Tranche Period, (i) the
amount, if any, by which the additional Interest which would have accrued during
such Tranche Period on the reductions of the Principal Balance of such Tranche
had a reduction of the Principal Balance not occurred, exceeds (ii) the income,
if any, received by such Lender from the investment of the proceeds of such
reductions of Principal Balance during such Tranche Period.  A
certificate as to the amount of any Liquidation Fee (including the computation
of such amount in reasonable detail) shall be submitted by the affected Lender
to the Borrower and shall be conclusive and binding for all purposes, absent
manifest error.

     

    “Liquidity Provider”
means any of the financial institutions from time to time party to any Asset
Purchase Agreement or any liquidity loan agreement or similar arrangement with a
Conduit Lender.

     

    “Loan” means, in
respect of any Lender Group and any Advance, the portion of such Advance funded
by such Lender Group and advanced to the Borrower from time to time pursuant to
Article
II.

     

    “Loss-to-Liquidation
Ratio” means, for any Monthly Period without duplication, an amount equal
to (i) the Loss Proxy, divided by (ii) the sum of
(a) the Loss Proxy, (b) the aggregate amount of principal Collections (without
double counting any Collections in respect of Recoveries already used to reduce
Loss Proxy) received by the Servicer during such Monthly Period and (c) the
aggregate amount of the Add-on Refinance Amount received in respect of “add-on”
Contracts and deposited into the Collection Account during such Monthly Period
pursuant to Section
5.01(o).  Notwithstanding the foregoing solely for purposes of
determining whether or not an Early Amortization Event or Event of Termination
has occurred, the Loss-to-Liquidation Ratio shall only be tested for such
purpose when on the date of such required calculation hereunder any amounts are
outstanding in respect of the Loans at such time (whether or not such date is
the last day of a calendar month) and, if any such Early Amortization Event or
Event of Termination is determined by taking an average of the
Loss-to-Liquidation Ratio over one or more prior months (consecutive or
otherwise) such calculation shall be based on the required number of months but
selecting only the most recently preceding months as of the last day of which
the outstanding balance of any Loans hereunder was greater than zero; it being
understood that this sentence shall only limit dates for calculating the
Loss-to-Liquidation Ratio for purposes of determining whether or not the
performance triggers set forth in the Early Amortization Events or Events of
Termination have occurred at such time, but shall not affect or limit the
requirement to calculate the Loss-to-Liquidation Ratio on a consecutive monthly
basis for purposes of (x) calculating the Borrowing Base (or any credit
enhancements which are part thereof) (y) any ratios based on Managed Receivables
or (z) any other purposes under the Facility Documents.

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

    “Loss Proxy” means,
for any Monthly Period, an amount equal to: (a), minus (b):

     

    Where:

     

    (a)           equals
the Initial Defaults for such Monthly Period; and

     

    (b)           equals
the sum, without duplication, of:

     

    (i)        
   the product of (x) the aggregate amount of Fair Market Value
Recoveries in respect of Pledged Contracts during such Monthly Period, which
have been received by the Servicer, multiplied by (y) the applicable Fair Market
Value Recovery Assumption at such time, plus

     

    (ii)           the
product of (x) the aggregate amount of Loss Recoveries in respect of Pledged
Contracts during such Monthly Period, which have been received by the Servicer,
multiplied by (y) the applicable Loss Recovery Assumption at such time,
plus

     

    (iii)          the
product of (x) all other Recoveries during such Monthly Period in respect of
Pledged Contracts that are Charged-off Contracts (whether or not such Pledged
Contracts became Charged-off Contracts during such Monthly Period or any prior
Monthly Period), which have been received by the Servicer, multiplied by (y) the
applicable Other Recovery Assumption at such time.

     

    For
purposes of this definition of Loss Proxy, the terms “Fair Market Value
Recoveries,” “Loss Recovery,” “Initial Defaults,” “Fair Market Value Recovery
Assumption,” “Loss Recovery Assumption,” and “Other Recovery Assumption” shall
have the following meanings, respectively:

     

    “Fair Market Value
Recoveries” means for any applicable date or period, in respect of any
Contract, the payments made by any Franchisee or Snap-on Credit or any of its
Affiliates during such Monthly Period under the related Franchisee Agreement
(or, in the case of Snap-on Credit or any of its Affiliates, the applicable
intercompany agreement or arrangements relating to such payments) in connection
with its obligation thereunder to repurchase, at fair market value, repossessed
or recovered Equipment.

     

    “Loss Recovery” means
for any applicable date or period, in respect of any Contract and without
duplication, the amounts recovered from loss reserves and/or any payments made
by any Franchisee (including by net settlement in periodic statements) or
Snap-on Credit or any of its Affiliates during such Monthly Period, in each case
under the related Franchisee Agreement (or, in the case of Snap-on Credit or any
of its Affiliates, the applicable intercompany agreement or arrangements
relating to recourse in respect of losses under such Contract) in connection
with the obligation thereunder to provide recourse in respect of losses under
such Contract (but excluding, for the avoidance of doubt, any Fair Market Value
Recoveries).

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    “Initial Defaults”
means, for any Monthly Period, an amount equal to, without duplication, the
Outstanding Balance of each Pledged Contract that became a Charged-off Contract
during such Monthly Period, in each case before giving effect to any Fair Market
Value Recoveries, Loss Recoveries and/or any other recoveries or offsets with
respect to such Contract that were applied prior to the charge-off of such
Contract.

     

    “Fair Market Value Recovery
Assumption” means (x) during Level 1, 75% or (y) during
Level 2, 50%.

     

    “Loss Recovery
Assumption” means (x) during Level 1, 75% or (y) during
Level 2, 50%.

     

    “Other Recovery
Assumption” means (i) during Level 1, 15% or (ii) during
Level 2, 10%.

     

    “Managed Loss Proxy”
means, for any Monthly Period, an amount equal to: (a), minus (b):

     

    Where:

     

    (a)           equals
the Managed Initial Defaults for such Monthly Period; and

     

    (b)           equals
the sum, without duplication, of:

     

    (i)        
   the product of (x) the aggregate amount of Managed Fair Market
Value Recoveries in respect of Managed Receivables during such Monthly Period,
multiplied by (y) the applicable Fair Market Value Recovery Assumption at such
time, plus

     

    (ii)           the
product of (x) the aggregate amount of Managed Loss Recoveries in respect of
Managed Receivables during such Monthly Period, multiplied by (y) the applicable
Loss Recovery Assumption at such time, plus

     

    (iii)          the
product of (x) all other recoveries during such Monthly Period in respect of
Managed Receivables that are charged-off in accordance with the Credit and
Collection Policy (whether or not such Managed Receivables became charged-off in
accordance with the Credit and Collection Policy during such Monthly Period or
any prior Monthly Period), multiplied by (y) the applicable Other Recovery
Assumption at such time.

     

    For
purposes of this definition of Managed Loss Proxy, the terms “Managed Fair
Market Value Recoveries,” “Managed Loss Recovery,” “Managed Initial Defaults,”
“Fair Market Value Recovery Assumption,” “Loss Recovery Assumption” and “Other
Recovery Assumption” shall have the following meanings,
respectively:

     

    “Managed Fair Market Value
Recoveries” means for any applicable date or period, in respect of any
Managed Receivable, the payments made by any franchisee, dealer or Snap-on
Credit or any of its Affiliates during such Monthly Period under the related
franchisee agreement or dealer agreement (or, in the case of Snap-on Credit or
any of its Affiliates, the applicable intercompany agreement or arrangements
relating to such payments) in connection with its obligation thereunder to
repurchase, at fair market value, repossessed or recovered
equipment.

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    “Managed Loss
Recovery” means for any applicable date or period, in respect of any
Managed Receivable and without duplication, the amounts recovered from loss
reserves and/or any payments made by any franchisee or dealer (including by net
settlement in periodic statements) or Snap-on Credit or any of its Affiliates
during such Monthly Period, in each case under the related franchisee agreement
or dealer agreement (or, in the case of Snap-on Credit or any of its Affiliates,
the applicable intercompany agreement or arrangements relating to recourse in
respect of losses under such Managed Receivable) in connection with the
obligation thereunder to provide recourse in respect of losses under such
Managed Receivable (but excluding, for the avoidance of doubt, any Managed Fair
Market Value Recoveries).

     

    “Managed Initial
Defaults” means, for any Monthly Period, an amount equal to, without
duplication, the outstanding principal balance of each Managed Receivable that
became charged-off in accordance with the Credit and Collection Policy during
such Monthly Period, in each case before giving effect to any Managed Fair
Market Value Recoveries, Managed Loss Recoveries and/or any other recoveries or
offsets with respect to such Managed Receivable that were applied prior to the
charge-off of such Managed Receivable.

     

    “Fair Market Value Recovery
Assumption” means (x) during Level 1, 75% or (y) during
Level 2, 50%.

     

    “Loss Recovery
Assumption” means (x) during Level 1, 75% or (y) during
Level 2, 50%.

     

    “Other Recovery
Assumption” means (i) during Level 1, 15% or (ii) during
Level 2, 10%.

     

    “Managed Pool Delinquency
Ratio” means, for any Monthly Period with respect to each Seller’s U.S.
retail Equipment managed portfolio, the ratio (calculated as of the last day of
each calendar month) equal to (a) the aggregate principal balance of all Managed
Receivables (excluding any Managed Receivables which have been charged-off as
uncollectible or otherwise in accordance with the Credit and Collection Policy
and/or applicable and/or customary servicing standards) that were deemed to be
more than 30 days past due or greater in accordance with the Credit and
Collection Policy (and which do not therefore constitute “current” or “prepaid”
Managed Receivables) during such Monthly Period as of the last day of such
month, divided
by (b) the
aggregate principal balance of all such Managed Receivables (excluding any
Managed Receivables which have been charged-off as uncollectible or otherwise in
accordance with the Credit and Collection Policy and/or applicable and/or
customary servicing standards) as of the last day of such Monthly
Period.

     

    “Managed Pool
Loss-to-Liquidation Ratio” means, for any Monthly Period with respect to
each Seller’s U.S. retail Equipment managed portfolio, the ratio equal to (a)
the sum of (i) the Managed Loss Proxy, divided by (b) the sum of (i) the Managed
Loss Proxy plus (ii) the aggregate amount of principal collections, fees and
expenses received on all such Managed Receivables during such Monthly
Period.

    


    
      
        
           


        

        
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    “Managed Pool Non-Reportable
Ratio” means, for any month with respect to each Seller’s U.S. retail
Equipment managed portfolio, the ratio (calculated as of the last day of each
calendar month) of:

     

    (i) the
sum, without duplication, of:  (x) the aggregate principal balance of
all Managed Receivables with respect to which either the related obligor is in
repossession/exempt status pending disposition and application of proceeds of
repossessed assets or legal action, in accordance with the Credit and Collection
Policy or other applicable policies of the Servicer, plus (y) the aggregate
principal balance of all Managed Receivables with respect to which the related
obligor is the subject of any bankruptcy, insolvency or similar proceeding under
any applicable law (in each case, (A) as of the last day of such month and
whether or not such status began during such month or any prior month and (B)
excluding any Managed Receivables which have been charged-off as uncollectible
or otherwise in accordance with the Credit and Collection Policy and/or
applicable and/or customary servicing standards); to

     

    (ii) the
aggregate principal balance of all such Managed Receivables as of last day of
such month (excluding any Managed Receivables which have been charged-off as
uncollectible or otherwise in accordance with the Credit and Collection Policy
and/or applicable and/or customary servicing standards).

     

    “Managed Receivables”
means receivables, retail installment contracts, promissory notes, charge
accounts or other receivables, chattel paper or other similar financial assets
originated, acquired or serviced in the ordinary course of business of SOI or
any of its Subsidiaries, under the “Extended Credit Program” as such term is
used in the Credit and Collection Policy, and shall include all related
collateral and assets and any retained assets in respect of the
foregoing.

     

    “Mandatory Back-up Servicer
Event” means the occurrence of the Performance Guarantor no longer having
a rating greater than or equal to any two of the following “Baa3”, “BBB-”, or
“BBB-” by Moody’s, S&P and Fitch, respectively.

     

    “Mandatory Hedge
Event” means the earliest to occur of any of the following while there
are Loans outstanding hereunder (i) the Excess Spread Ratio being less than the
Minimum Excess Spread Percentage or (ii) SOI no longer having a rating greater
than or equal to any two of the following  “BBB”, “Baa2” or “BBB” by
S&P, Moody’s and Fitch, respectively.

     

    “Material Adverse
Effect” means a material adverse effect on (i) a significant portion (as
determined by the Program Agent in its reasonable discretion) of either the
Pledged Contracts or any of the other Collateral (including, without limitation,
the enforceability or collectability of the Pledged Contracts), (ii) the
financial condition or operations of the Borrower, the Servicer or any Seller,
in each case, individually, or with its respective Affiliates, taken as a whole,
(iii) the ability of the Borrower, the Servicer or any Seller to perform its
obligations under this Agreement or any other Facility Document, (iv) the
legality, validity or enforceability of this Agreement or any other Facility
Document, (v) any Secured Party’s interest in the Pledged Contracts generally or
in any significant portion of the Pledged Contracts, the Related Security or the
Collections with respect thereto (including with respect to the perfection or
priority of any such interest and each Seller’s related interest in any such
Pledged Contract as against the Franchisee, related Obligor or otherwise), or
(vi) the timely payment of the principal and interest on the Loans or other
amounts payable in connection therewith.

    


    
      
        
           


        

        
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    “Minimum Excess Spread
Percentage” means 7.00% per annum.

     

    “Monthly Period” means
a calendar month and, with respect to any Settlement Date or Monthly Reporting
Date, the immediately preceding calendar month, except that the final Monthly
Period shall end on the Final Collection Date.

     

    “Monthly Report” means
a report, in substantially the form of Exhibit C-1 or
Exhibit C-2, as
applicable (with such changes as the Borrower and the Program Agent may agree to
from time to time), furnished by the Servicer to the Administrative Agents for
the Lenders pursuant to Section
6.07.

     

    “Monthly Reporting
Date” means the third Business Day preceding each Settlement Date, other
than a Provisional Settlement Date (or, if such day is not a Business Day, the
immediately preceding Business Day).

     

    “Moody’s” means
Moody’s Investors Service, Inc., and its successors.

     

    “New Contracts” has
the meaning set forth in Section
2.02(a).

     

    “Non-Reportable Ratio”
means, for any month, the ratio (calculated as of the last day of each calendar
month) of:

     

    (i)           the
sum, without duplication, of: (x) the Outstanding Balance of all Pledged
Contracts with respect to which the related Obligor is in repossession/exempt
status pending disposition and application of proceeds of repossessed assets or
legal action, in accordance with the Credit and Collection Policy or other
applicable policies of the Servicer, plus (y) the Outstanding Balance of all
Pledged Contracts with respect to which the related Obligor is the subject of
any bankruptcy, insolvency or similar proceeding under any applicable law (in
each case, (A) as of the last day of such month and whether or not such status
began during such month or any prior month and (B) excluding any
Charged-off Contracts); to

     

    (ii)           the
Outstanding Balance of all Pledged Contracts as of the last day of such month
(excluding any Charged-off Contracts). 

     

    Notwithstanding
the foregoing, solely for purposes of determining whether or not an Early
Amortization Event or Event of Termination has occurred, the Non-Reportable
Ratio shall only be tested for such purpose when on the date of such required
calculation hereunder any amounts are outstanding in respect of the Loans at
such time (whether or not such date is the last day of a calendar month) and, if
any such Early Amortization Event or Event of Termination is determined by
taking an average of the Non-Reportable Ratio over one or more prior months
(consecutive or otherwise) such calculation shall be based on the required
number of months but selecting only the most recently preceding months as of the
last day of which the Aggregate Principal Balance of any Loans hereunder was
greater than zero; it being understood that this sentence shall only limit dates
for calculating the Non-Reportable Ratio for purposes of determining whether or
not the performance triggers set forth in the Early Amortization Events or
Events of Termination have occurred at such time, but shall not affect or limit
the requirement to calculate the Non-Reportable Ratio on a consecutive monthly
basis for purposes of (x) calculating the Borrowing Base (or any credit
enhancements which are part thereof), (y) any ratios based on Managed
Receivables or (z) any other purposes under the Facility Documents.

    


    
      
        
           


        

        
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    “Note” has the meaning
set forth in Section
2.07.

     

    “Notice of Sale” has
the meaning set forth in the Receivables Sale Agreement.

     

    “Obligor” means any
Person obligated to make payments pursuant to a Contract.

     

    “Operating Agreement”
means the limited liability company agreement, dated as of March 17, 2010,
entered into by Snap-on Credit, as the member and James Seifert, as the special
member.

     

    “Other Fees” means
amounts owed by the Borrower hereunder pursuant to Sections 2.11, 2.12, 2.13, 2.14, 2.15, 8.01, 8.03 and 10.10.

     

    “Outstanding Balance”
means, with respect to a Contract at any time, the then outstanding principal
balance thereof.

     

    “Outstanding Eligible
Balance” means, at any time of determination, the Outstanding Balance of
all Pledged Contracts that are Eligible Contracts at such time (after giving
effect to the limitation on when eligibility is tested, but including as such
eligibility may be tested and retested on the dates described in the definition
of Eligible Contract); provided that it
shall be a further condition to the inclusion of any such Contracts in the
Outstanding Eligible Balance on any date (whether or not the eligibility of any
Contract is being tested or retested on such date pursuant to the definition of
“Eligible Contract”) that the inclusion of all such Pledged Contracts in the
Outstanding Eligible Balance would not cause the Overconcentration Amount in
respect of such Concentration Limit to exceed zero.

     

    “Overconcentration
Amount” means, as of any date of determination, the sum of the amounts
for all Concentration Criteria, calculated as of such date for each
Concentration Criterion, respectively, as being the amount, if positive, equal
to (A) the Outstanding Eligible Balance in respect of all Pledged Contracts
having such Concentration Criterion minus (B) an amount
equal to (1) the Outstanding Eligible Balance in respect of all Pledged
Contracts multiplied by (2) the Concentration Limit associated with each such
Concentration Criterion; provided that in
calculating clause
(A) of the Overconcentration Amount at any time, the Outstanding Balance
of a Pledged Contract shall not be counted more than once.

     

    “Participant” has the
meaning set forth in Section
10.03(g).

     

    “PBGC” means the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA.

    


    
      
        
           


        

        
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    “Peak Principal
Amount” means the greatest Outstanding Eligible Balance since the most
recent date the Aggregate Principal Balance was reduced to zero (due to a
Take-Out Securitization, prepayment or otherwise), or if the Aggregate Principal
Balance has not been so reduced, since the Closing Date.

     

    “Performance
Guarantor” means SOI, or any permitted successor thereto.

     

    “Performance Guaranty
Agreement” means the Performance Guaranty Agreement, dated as of the date
hereof, between the Performance Guarantor and the Program Agent in its
individual capacity and on behalf of all Lenders.

     

    “Permitted
Investments” mean book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form which
evidence:

     

    (a)           direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America;

     

    (b)           demand
deposits, time deposits or certificates of deposit of any depository institution
or trust company incorporated under the laws of the United States of America or
any State (or any domestic branch of a foreign bank) and subject to supervision
and examination by Federal or State banking or depository institution
authorities; provided, however, that at the
time of the investment or contractual commitment to invest therein, the
commercial paper or other short-term senior unsecured debt obligations (other
than such obligations the rating of which is based on the credit of a Person
other than such depository institution or trust company) thereof shall have a
credit rating from the Rating Agencies in the highest investment category
granted thereby;

     

    (c)           commercial
paper, master notes, promissory notes, demand notes or other short-term debt
obligations having, at the time of the investment or contractual commitment to
invest therein, a rating from the Rating Agencies in the highest investment
category granted thereby;

     

    (d)           investments
in money market funds having a rating from the Rating Agencies in the highest
investment category granted thereby (including funds for which the Program Agent
or any Administrative Agent or any of their respective Affiliates is investment
manager or advisor);

     

    (e)           notes
or bankers’ acceptances issued by any depository institution or trust company
referred to in clause
(b);

     

    (f)           repurchase
and reverse repurchase agreements collateralized by securities issued or
guaranteed by the United States government or any agency, instrumentality or
establishment of the United States government, in either case entered into with
a depository institution or trust company (acting as principal) described in
clause (b), or
entered into with an entity (acting as principal) which has, or whose parent
has, a credit rating from the Rating Agencies in the highest credit category
granted thereby; and

     

    (g)           any
other investment approved by the Program Agent.

    


    
      
        
           


        

        
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    “Permitted Liens”
means any liens (a) for taxes, assessments and governmental charges or levies
that in each case are (x) not at the time delinquent or thereafter can be paid
without penalty or (y) being contested in good faith and by proper actions and
as to which adequate reserves are being maintained in accordance with GAAP; (b)
liens imposed by law (including, but not limited to, materialmen’s, mechanic’s,
carriers’, workmen’s and repairmen’s liens arising in the ordinary course of
business) securing obligations that in each case are either (i) not overdue for
a period of not more than forty-five (45) days or (ii) being contested in good
faith and by proper proceedings and as to which appropriate reserves are being
maintained in accordance with GAAP; (c) easements, rights of way and other
encumbrances on title to real property that do not render title to the property
unencumbered thereby unmarketable or materially and adversely affect the use of
such property for its present purposes and (d) liens of a collecting bank in the
ordinary course of processing items for collection which arise under Article IV
of the UCC.

     

    “Person” means an
individual, partnership, corporation (including a business trust), joint stock
company, limited liability company, trust, unincorporated association, joint
venture, Governmental Authority or other entity.

     

    “Pledged Contract”
means all Contracts in which the Borrower has acquired or purported to acquire
an interest from a Seller pursuant to the Receivables Sale Agreement including,
without limitation, any Contracts which have been identified in a Borrowing
Notice and which have not been removed from the Collateral pursuant to the terms
hereof or repurchased by a Seller pursuant to the terms of the Receivables Sale
Agreement (except to the extent for any periods following such removal, the
express terms of this Agreement require such Contract to continue to be included
in the various performance or other calculations hereunder).

     

    “Pooled Commercial
Paper” means Promissory Notes of a Conduit Lender subject to any
particular pooling arrangement by such Conduit Lender, but excluding Promissory
Notes issued by such Conduit Lender for a tenor and in an amount specifically
requested by any Person in connection with any agreement effected by such
Conduit Lender.

     

    “Portfolio Performance Early
Amortization Event” means the occurrence and continuation of any one of
the following events (in each case, the first calculation shall be delivered
following the first Reporting Date following the first Loan made hereunder and
compliance herewith shall not be required until such time) determined as of the
last day of each calendar month:

     

    (i)           the
average of the Managed Pool Loss-to-Liquidation Ratios for the three months then
most recently ended exceeds 15.00%; or

     

    (ii)          the
average of the Managed Pool Delinquency Ratios for the three months then most
recently ended exceeds 7.00%; or

     

    (iii)         the
average of the Managed Pool Non-Reportable Ratios for the three months then most
recently ended exceeds 2.50%; or

     

    (iv)         the
average of the Delinquency Ratios for the three months then most recently ended
exceeds 6.00%; or

    


    
      
        
           


        

        
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    (v)           the
average of the Loss-to-Liquidation Ratios for the three months then most
recently ended exceeds 7.50%; or

     

    (vi)          the
average Non-Reportable Ratios for the three months then most recently ended
exceeds 2.50%.

     

    “Portfolio Performance Event
of Termination” means the occurrence and continuation of any one of the
following events (in each case the first calculation shall be delivered
following the first Reporting Date following the first Loan made hereunder and
compliance herewith shall not be required until such time) determined as of the
last day of each calendar month:

     

    (i)        
   the average of the Managed Pool Loss-to-Liquidation Ratios for
the three months then most recently ended exceeds 17.00%; or

     

    (ii)           the
average of the Managed Pool Delinquency Ratios for the three months then most
recently ended exceeds 7.75%; or

     

    (iii)          the
average of the Managed Pool Non-Reportable Ratios for the three months then most
recently ended exceeds 3.25%; or

     

    (iv)       
  the average of the Delinquency Ratios for the three months then most
recently ended exceeds 6.75%; or

     

    (v)           the
average of the Loss-to-Liquidation Ratios for the three months then most
recently ended exceeds 8.50%; or

     

    (vi)        
 the average Non-Reportable Ratios for the three months then most recently
ended exceeds 3.00%.

     

    “Prime Rate” means,
with respect to any Lender Group, the rate of interest announced publicly by the
related Reference Bank from time to time as its prime or base rate (such rate
not necessarily being the lowest or best rate charged by such Reference
Bank).

     

    “Principal Balance”
means with respect to any Tranche, the original principal amount of a Loan made
hereunder that has been allocated to such Tranche pursuant to Section 2.04, as such
amount may be divided or combined in accordance therewith, in each case as
reduced from time to time by Collections and other amounts received by the
applicable Lender holding such Tranche from distributions made pursuant to Sections 2.08(b) or
2.08(c), as
applicable, or otherwise that have been applied to reduce the Principal Balance
of such Tranche; provided, that if
such Principal Balance shall have been reduced by any distribution and
thereafter all or a portion of such distribution is rescinded or must otherwise
be returned for any reason, such Principal Balance shall be increased by the
amount of such rescinded or returned distribution, as though it had not been
received by such Lender.

     

    “Pro Rata Share”
means, at any time, as the context may require:

    


    
      
        
           


        

        
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    (i)           for
any Committed Lender, (a) the ratio (expressed as a percentage) of the
Commitment of such Committed Lender at such time divided by the sum of the
Commitments of all Committed Lenders at such time and (b) after the Commitments
of all of the Committed Lenders have been terminated, the ratio (expressed as a
percentage) of the outstanding principal amount of the Loans funded by such
Committed Lender at such time divided by the outstanding
principal amount of the Loans funded by all of the Committed Lenders at such
time; and

     

    (ii)           for
any Lender Group, (a) the ratio (expressed as a percentage) of the aggregate of
the Commitments of the Committed Lenders in such Lender Group at such time divided by the Aggregate
Commitment at such time and (b) after the Commitments of all of the Committed
Lenders in such Lender Group have been terminated, the ratio (expressed as a
percentage) of the outstanding principal amount of the Loans funded by the
Committed Lenders in such Lender Group at such time divided by the outstanding
principal amount of the Loans funded by all of the Committed Lenders in all of
the Lender Groups at such time.

     

    “Program Agent” means
JPMorgan, in its capacity as agent for the Lenders, together with its successors
and permitted assigns.

     

    “Prohibited
Transaction” means any transaction set forth in Section 406 of ERISA or
Section 4975 of the IRC which is not exempt under Section 408 of ERISA or
Section 4975(d) of the IRC (or any exemption issued thereunder).

     

    “Promissory Notes”
means with respect to a Conduit Lender, (i) the short-term promissory notes or
extendable money market notes issued by such Conduit Lender which are allocated
by such Conduit Lender directly or indirectly as its funding for its purchasing
or maintaining its portion of the Advances hereunder and (ii) participations
sold by a Conduit Lender pursuant to Section 10.03(g);
provided, that
the term “Promissory Notes” shall not include the interests sold or indebtedness
incurred by a Conduit Lender pursuant to the provisions of any of its
program-level liquidity facilities or Asset Purchase Agreements.

     

    “Provisional Settlement
Date” means any Business Day declared by the Program Agent (at the
direction of any Administrative Agent, which, in the discretion of any
Administrative Agent, may be as frequently as each Business Day) to be a
Settlement Date on one (1) Business Day’s written notice (which may specify an
ongoing Provisional Settlement Date arrangement) to the Borrower and the
Servicer at any time on or after the Termination Date, or at any time during the
continuance of an Event of Termination.

     

    “Purchase” has the
meaning set forth in the Receivables Sale Agreement.

     

    “Rate Type” means the
Adjusted LIBO Rate, the Base Rate or the CP Rate as determined in accordance
with the definition of Interest Rate set forth herein.

     

    “Rating Agencies”
means any one or more of S&P, Moody’s and/or Fitch or their respective
successors, as applicable, in any case to the extent one or more of such Rating
Agency’s ratings is required for purposes of any provisions set forth herein or
in any other Facility Document.

     

    “Ratings Request” has
the meaning set forth in Section
2.11(c).

    


    
      
        
           


        

        
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    “Receivable” has the
meaning set forth in the Receivables Sale Agreement.

     

    “Receivables Sale Agreement” means
that certain Receivables Sale Agreement dated as of the date hereof among the
Sellers and the Borrower, as amended, restated, supplemented or otherwise
modified from time to time.

     

    “Records” means all
Contracts and related Contract Files, and all other agreements, documents,
instruments, books, records and other information (including, without
limitation, computer programs, tapes, discs, punch cards, data processing
software and related property and rights) with respect to the Contracts, the
related Obligors and the Related Security.

     

    “Recoveries” means any
payments that the Servicer receives from or on behalf of the related Obligor or
any applicable Franchisee in respect of a Pledged Contract that has become a
Defaulted Contract, including any net proceeds from the liquidation of the
related Equipment or any recourse against or other right to payment or recovery
from the applicable Franchisee under the related Franchisee Agreement, but
excluding any portion of such amount expressly required to be paid or returned
to the applicable Franchisee in respect thereof pursuant to the terms of the
related Franchisee Agreement or other related document.

     

    “Reference Bank”
means, with respect to any Lender Group at any time, the Committed Lender in
such Lender Group designated by the applicable Administrative Agent to be the
“Reference Bank” for such Lender Group.

     

    “Register” has the
meaning set forth in Section
10.03(e).

     

    “Regulatory Change”
means (i) the adoption after the date hereof of any applicable law, rule or
regulation (including any applicable law, rule or regulation regarding capital
adequacy) or any change therein after the date hereof, (ii) any change after the
date hereof in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency, or (iii) the compliance, whether commenced prior to or after the date
hereof, by any Affected Party or the Program Agent with the final rule titled
Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance:
Regulatory Capital; Impact of Modifications to Generally Accepted Accounting
Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other
Related Issues, adopted by the United States bank regulatory agencies on
December 15, 2009, or any rules or regulations promulgated in connection
therewith by any such agency.

     

    “Related Entity” means
SOI, any Seller and each of their respective Affiliates and
successors.

     

    “Related Security”
means with respect to any Contract and the related Receivable:

     

    (i)           all
security interests or liens (on the related Equipment or otherwise) and property
subject thereto from time to time purporting to secure payment of such Contract,
whether pursuant to the related Contract or otherwise;

    


    
      
        
           


        

        
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    (ii)           [reserved];

     

    (iii)          all
guarantees, indemnities, warranties, letters of credit, insurance policies and
proceeds and premium refunds thereof and other agreements or arrangements of
whatever character from time to time supporting or securing payment of such
Contract whether pursuant to the Contract or otherwise;

     

    (iv)          all
of the Borrower’s or any of the Sellers’ right, title and interest in, to and
under (a) any Equipment and other inventory or merchandise relating to such
Contract (excluding, solely in the case of the transfers from any of the Sellers
to the Borrower under the Receivables Sale Agreement, the ownership interest, if
any, of Borrower and/or Snap-on Credit, in and to and such Equipment, but
including any security interest of such Seller, therein), including all proceeds
from any sale or other disposition of such Equipment and (b) solely to the
extent related to such Receivables, any agreement which provides for (or relates
to) the sale or assignment of Contracts from a Franchisee or other assignor to
any of the Sellers (and any security interests or other rights granted or
assigned thereunder);

     

    (v)           solely
to the extent related to such Receivables, all of the Borrower’s or any of the
Sellers’ right, title and interest in, to and under the Franchisee Agreement
(and any security interests or other rights granted or assigned thereunder),
including (without limitation) solely to the extent related to such Receivables,
all recourse against and/or right to payment as recovery from the related
Franchisee thereunder;

     

    (vi)          all
of the Borrower’s rights under the Hedge Agreements and all of the Borrower’ or
each of the Sellers’ rights under the Agreement and each of the other Facility
Documents to which it is a party;

     

    (vii)         all
Records and other instruments, documents and agreements related to such
Contract;

     

    (viii)        all
Collections with respect to such Contract, and solely to the extent related to
such Receivables, all of the Borrower’s or any Seller’s right, title and
interest in and to any deposit or other account (including the Collection
Account) into which such Collections may be deposited or received;
and

     

    (xi)          all
proceeds of the foregoing.

     

    “Reporting Date” means
the Monthly Reporting Date and, if applicable, each Provisional Settlement
Date.

     

    “Repurchase Price” has
the meaning set forth in the Receivables Sale Agreement.

     

    “Required Lenders”
means, at any time, Committed Lenders holding, in the aggregate, fifty-one
percent (51%) or more of the Aggregate Commitment in effect at such time; provided, however, that, in the
event that the Commitments have been terminated pursuant to the terms hereof,
“Required
Lenders” means the Lenders whose Pro Rata Shares of the Aggregate
Principal Balance are equal to or greater than fifty-one percent
(51%).  On each date of determination, the Commitment and the
Aggregate Principal Balance in respect of any Defaulting Lender shall be
excluded.

     

    
      
        
           


        

        
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    “Required Ratings” has
the meaning specified in Section
2.11(c).

     

    “Restricted Junior
Payment” means (i) any dividend or other distribution, direct or
indirect, on account of any shares of any class of capital stock of the Borrower
now or hereafter outstanding, except a dividend payable solely in shares of that
class of stock or in any junior class of stock of the Borrower, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of capital
stock of the Borrower now or hereafter outstanding, (iii) any payment made to
redeem, purchase, repurchase or retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of
capital stock of the Borrower now or hereafter outstanding, and (iv) any payment
of management fees by the Borrower (except for Servicer Fees, the allocable
share of overhead expenses, and reasonable management fees to Snap-on Credit or
its Affiliates in reimbursement of actual management services
performed).

     

    “Revolving Period”
means the period commencing on the Effective Date and ending on the earlier of
(i) the Termination Date or (ii) the date that any of the conditions set forth
in Section 3.03
are not satisfied (it being understood that, for purposes of this clause (ii), if the
Revolving Period ends because the conditions set forth in Section 3.03 are not
satisfied at such time, and thereafter all such conditions are cured and/or
satisfied (if capable of cure and satisfaction) in accordance with the terms of
this Agreement, the Revolving Period shall resume).

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and its successors.

     

    “Scheduled Final Maturity
Date” means the earlier of (a) October 1, 2013, or (b) the date which is
one and one-half years following the final maturity date of the last maturing
Contract owned by the Borrower on the earlier of (i) the Commitment Termination
Date or (ii) an Event of Termination.

     

    “Secured Parties”
means, collectively, each Hedge Counterparty, the Lenders, each Administrative
Agent, the Program Agent, the Liquidity Providers and each other Indemnified
Party.

     

    “Seller” or “Sellers” has the
meaning set forth in the Receivables Sale Agreement.

     

    “Servicer” means
Snap-on Credit, solely in its capacity as Servicer hereunder, or such other
Person(s) then authorized pursuant to Section 6.01 to
service, administer, bill and collect payments under the Contracts and enforce
the Contracts.

     

    “Servicer Advance” has
the meaning set forth in Section
6.03.

     

    “Servicer Fee” has the
meaning set forth in Section 6.08; provided, that if the
Servicer is not Snap-on Credit or an Affiliate of Snap-on Credit, the Servicer
Fee shall be an amount equal to the then-prevailing market rate for servicing
similar Contracts.

    


    
      
        
           


        

        
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    “Servicer Report”
means the Monthly Report.

     

    “Servicer Termination
Event” means the occurrence and continuation of any one of the following
events:

     

    (a)           the
Servicer shall fail to remit Collections to the extent received to the
Collection Account in accordance with Section 2.08(a) or
shall fail to remit Collections that are then available to the Servicer in the
amount and order provided in Section 2.08(b), and
such failure shall continue unremedied for two (2) consecutive Business Days;
or

     

    (b)           the
Servicer shall fail to deliver the Servicer Report when due and such failure
continues unremedied by the second Business Day following the applicable
Reporting Date; or

     

    (c)           the
Servicer shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Facility Document, and any such failure
shall remain unremedied for fifteen (15) consecutive days; or

     

    (d)           an
Insolvency Event has occurred with respect to the Servicer; or

     

    (e)           any
representation, warranty, certification or statement made by the Servicer under
or in connection with this Agreement, any other Facility Document or in any
other document delivered pursuant hereto or thereto shall be determined to have
been false in any material respect on the date as of which made or deemed made
any such failure shall remain unremedied for fifteen (15) consecutive days;
or

     

    (f)           (1)  the
Servicer, Snap-on Credit, any Seller, or SOI or any of their Subsidiaries (other
than Borrower) shall fail to pay any principal of or premium or interest on any
Indebtedness (but, except to the extent provided in clause (2) of this paragraph
(f) below, other than any Indebtedness owed by such Person to SOI or any
Subsidiary of SOI) that is outstanding in a principal or net amount of at least
$50,000,000 in the aggregate of any such Person (as the case may be), when the
same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an offer
to prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof; or

    


    
      
        
           


        

        
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    (2)  any
Transaction Party shall breach or default in the performance of, or any other
event shall occur or condition shall exist under, any agreement or instrument
relating to any Indebtedness owed by any such Transaction Party to one or more
of its Affiliates that is outstanding in a principal or net amount of at least
$50,000,000 in the aggregate, and shall continue after the applicable grace
period, if any, specified in such agreement or instrument if, in any such case,
the effect of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness (or require or permit such
Indebtedness to be declared due and payable, repurchased or redeemed, other than
by a regularly scheduled prepayment or redemption) unless such event or
condition (and related acceleration or requirement or demand for repayment or
prepayment) shall have been fully effectively waived in writing by such
Affiliate, in accordance with the terms of the related agreement or instrument;
or

     

    (g)           one
of more final judgments for the payment of money in an amount in excess of
$50,000,000 in the aggregate shall be entered against the Servicer or SOI or any
of their material Subsidiaries with respect to which (i) enforcement proceedings
shall have been commenced by any creditor upon such judgments or orders or (ii)
there shall be any period of ten (10) consecutive days during which a stay of
enforcement of such judgments or orders, by reason of a pending appeal or
otherwise, shall not be in effect; provided, however, that any
such judgment or order shall not be a Servicer Termination Event or included in
the calculation of the aggregate amount of judgments or orders under this clause (g) if and for
so long as (A) the amount of such judgment or order is covered by a valid and
binding policy of insurance between the defendant and the insurer covering
payment thereof and (B) such insurer, which shall be rated at least “A” by A.M.
Best Company, has been notified of, and has not disputed the claim made for
payment of, the amount of such judgment or order.

     

    “Settlement Date”
means (i) November 15, 2010, in the case of the first Settlement Date and,
thereafter, the 15th day of
each calendar month, or if such day is not a Business Day, the next following
day that is a Business Day, or (ii) any Provisional Settlement
Date.

     

    “Snap-on Credit” has
the meaning set forth in the preamble to this Agreement.

     

    “Snap-on Originator”
has the meaning set forth in the Receivables Sale Agreement.

     

    “SOI” means Snap-on
Incorporated, a Delaware corporation.

     

    “SOI Credit Agreement”
means the Amended and Restated Five Year Credit Agreement, dated as of August
10, 2007, among SOI as the borrower, initial lenders, J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc. as joint lead arrangers and JPMorgan as
administrative agent for the lenders.

     

    “Solvent” means, as to
any Person at any time, that (a) the fair value of the property of such Person
is greater than the amount of such Person’s liabilities (including disputed,
contingent and unliquidated liabilities) as such value is established and
liabilities evaluated for purposes of Section 101(31) of the Bankruptcy Code;
(b) the present fair saleable value of the property of such Person in an orderly
liquidation of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute
and matured; (c) such Person is able to realize upon its property and pay its
debts and other liabilities (including disputed, contingent and unliquidated
liabilities) as they mature in the normal course of business; (d) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is
not about to engage in a business or a transaction, for which such Person’s
property would constitute unreasonably small capital.

     

    
      
        
        

      

      
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    “Special Member” has
the meaning set forth in the Borrower’s Operating Agreement.

     

    “Subsidiary” of a
Person means (i) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, or (ii) any partnership,
limited liability company, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.  Unless
otherwise expressly provided, all references herein to a “Subsidiary” shall mean
a direct or indirect Subsidiary of SOI.

     

    “Swap Termination
Payment” means any termination payment due under any Hedge Agreement
resulting from the occurrence of an “Early Termination Date” under and as
defined in such Hedge Agreement.

     

    “Take-Out Date” means
any date on which a Take-Out Securitization occurs.

     

    “Take-Out
Securitization” means a financing transaction undertaken by the Borrower
or an Affiliate of the Borrower (other than the financing of an “add-on”
contract as described in Section 5.01(o))
involving the direct or indirect sale or other conveyance in one transaction or
a series of related transactions of Pledged Contracts with an aggregate
Outstanding Balance of at least 25% of the Aggregate Commitment that comprise
Collateral hereunder and the Related Security and the Collections related
thereto, to a Person that shall privately or publicly issue securities, notes or
certificates backed by such Pledged Contracts, Related Security and the
Collections related thereto.

     

    “Target Principal Payment
Amount” means:

     

    (a)           as
of any Settlement Date occurring during the Revolving Period, except as provided
in clause
(b)(i), the amount necessary to reduce any Borrowing Base Deficiency to
zero at such time; and

     

    (b)           as
of any Settlement Date (i) during an Early Amortization Period or (ii) following
the end of the Revolving Period, an amount equal to the Aggregate Principal
Balance of the Loans then outstanding.

     

    “Termination Date”
means the earliest to occur of (i) the Commitment Termination Date, (ii) the
declaration or automatic occurrence of the Termination Date pursuant to Section 7.02, (iii) a
date declared in writing by the Borrower to each Administrative Agent; provided
that such notice be received by each Administrative Agent no later than ten (10)
Business Days prior to such date and (iv) the Business Day specified in a
written notice from any Administrative Agent following the failure to obtain the
Required Ratings within 60 days following delivery of a Ratings Request to the
Borrower and the Servicer.

    


    
      
        
           


        

        
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    “Total Distribution
Amount” means:

     

    (a)           with
respect to any Settlement Date other than a Provisional Settlement Date, the sum
of, without duplication, (i) all Collections deposited in the Collection
Account or otherwise received by the Servicer or the Borrower during the
immediately preceding Monthly Period, (ii) the aggregate of the Repurchase
Prices (if any) received since the last Settlement Date, (iii) any amounts
paid or deposited into the Collection Account since the last Settlement Date
pursuant to Sections
2.09, 2.17 or 5.01(o), (iv) any net
monthly payments and termination payments received from any Hedge Counterparty
on such Settlement Date (except to the extent any such termination payment is
used by the Borrower to enter into a replacement Eligible Hedge Agreement), (v)
any Servicer Advance made on such Settlement Date, and (vi) any investment
earnings received and not previously remitted to the Collection Account;
and

     

    (b)           with
respect to any Provisional Settlement Date, the sum of, without duplication,
(i) all Collections then held in the Collection Account or otherwise
received and then being held by the Servicer or the Borrower, (ii) the aggregate
of the Repurchase Prices (if any) received and not previously distributed under
Sections
2.08(b) or 2.08(c),
(iii) any amounts paid or deposited into the Collection Account since the
last Settlement Date pursuant to Sections 2.09, 2.17 or 5.01(o), (iv) any
payments received from any Hedge Counterparty and not previously distributed
under Sections
2.08(b) or 2.08(c) (except to
the extent any such termination payment is used by the Borrower to enter into a
replacement Eligible Hedge Agreement), (v) any Servicer Advance made on such
Settlement Date, and (vi) any investment earnings received and not
previously remitted to the Collection Account.

     

    “Tranche” has the
meaning specified in Section 2.04(a).

     

    “Tranche Period”
means, with respect to any Tranche:

     

    (a)           in
the case of any Tranche in respect of which Interest is computed by reference to
the CP Rate, (i) initially, the period commencing on (and including) the
Effective Date and ending on (and including) the last day of the calendar month
in which the Effective Date occurs, and (ii) thereafter, each successive
calendar month commencing on (but excluding) the last day of the immediately
preceding calendar month for such Tranche and ending on (and including) the last
day of such calendar month; and

     

    (b)           in
the case of any Base Rate Tranche, (i) a period from one to and including 31
days, or such other period as selected by the applicable Administrative Agent
and, solely prior to the continuance of an Event of Termination, the Borrower;
and

     

    (c)           in
the case of any LIBOR Tranche, a period of one month, or such other period as
selected by the applicable Administrative Agent and, solely prior to the
continuance of an Event of Termination, the Borrower, each such Tranche Period
for such Tranche to commence on the last day of the immediately preceding
Tranche Period for such Tranche (or, if applicable, the Effective Date); provided, however,
that:

    


    
      
        
           


        

        
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    (i)           any
Tranche Period (other than of one day) which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding Business Day
(provided,
however, that
in the case of a LIBOR Tranche, if such Tranche Period would otherwise end on a
day which is not a Business Day, and there is no subsequent Business Day in the
same calendar month as such day, such Tranche Period shall end on the
immediately preceding Business Day);

     

    (ii)           in
the case of any Tranche Period of one day, (A) if commencing on the Effective
Date, such Tranche Period shall be the Effective Date; (B) any subsequently
occurring Tranche Period which is one day shall, if the immediately preceding
Tranche Period is more than one day, be the last day of such immediately
preceding Tranche Period and, if the immediately preceding Tranche Period is one
day, be the day next following such immediately preceding Tranche Period; and
(C) if such Tranche Period occurs on a day immediately preceding a day which is
not a Business Day, such Tranche Period shall be extended to the next succeeding
Business Day; and

     

    (iii)           in
the case of any Tranche Period for any Tranche which commences before the
Termination Date and would otherwise end on a date occurring after the
Termination Date, such Tranche Period shall end on the Termination
Date.

     

    “Transaction Parties”
means, collectively, the Borrower, Snap-on Credit, the Performance Guarantor and
the Servicer (if the Servicer is an Affiliate of SOI).

     

    “UCC” means the
Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction.

     

    “Unused Commitment”
has the meaning set forth in Section
2.03.

     

    “Unused Fee” has the
meaning set forth in Section
2.05(c).

     

    “Usage Fee” has the
meaning set forth in Section
2.05(c).

     

    “Voluntary Hedge
Event” means any one time date on which the Borrower elects in its sole
discretion to acquire one or more Hedge Agreements in satisfaction of the
Hedging Requirement; provided, however, that if,
following the date the Borrower voluntarily satisfies the Hedging Requirement,
any related Eligible Hedge Agreement is terminated, becomes unenforceable or
otherwise fails to satisfy the Hedging Requirement, the Borrower may not (except
as otherwise provided in the proviso in the definition of “Hedging Satisfaction
Period”) without the prior written consent of the Program Agent voluntarily
acquire one or more new Hedging Agreements for the purposes of reestablishing
any previously achieved Hedging Satisfaction Period based on a Voluntary Hedge
Event.

    


    
      
        
           


        

        
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    SECTION
1.02.            Other Terms and
Constructions.  Under this Agreement, all accounting terms not
specifically defined herein shall be construed in accordance with GAAP as in
effect in the United States, and all accounting determinations made and all
financial statements prepared hereunder shall be made and prepared in accordance
with GAAP.  All terms used in Article 9 of the UCC in the State of New
York, and not specifically defined herein, are used herein as defined in such
Article 9.  The words “herein,” “hereof,” and “hereunder” and other
words of similar import refer to this Agreement as a whole, including the
exhibits and schedules hereto, as the same may from time to time be amended or
supplemented and not to any particular section, subsection, or clause contained
in this Agreement, and all references to Sections, Exhibits and Schedules shall
mean, unless the context clearly indicates otherwise, the Sections hereof and
the Exhibits and Schedules attached hereto, the terms of which Exhibits and
Schedules are hereby incorporated into this Agreement.  The captions
and section numbers appearing in this Agreement are inserted only as a matter of
convenience and do not define, limit, construe or describe the scope or intent
of the provisions of this Agreement.  Each of the definitions set
forth in Section
1.01 hereof shall be equally applicable to both the singular and plural
forms of the defined terms.  Unless specifically stated otherwise, all
references herein to any agreements, documents or instruments shall be
references to the same as amended, restated, supplemented or otherwise modified
from time to time.

     

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

     

    ARTICLE
II  AMOUNTS AND TERMS OF THE LOANS

     

    SECTION
2.01.            The Loan
Facility.

     

    (a)           Generally.  On
the terms and subject to the conditions hereof, each Conduit Lender may in its
sole discretion make, and each Committed Lender severally and not jointly agrees
to make (if the Conduit Lender in its related Lender Group elects not to make),
Loans to the Borrower from time to time on any day during the Revolving Period,
but no more than once a week, in an amount in respect of any Lender Group not to
exceed at any time its Lender Group’s Pro Rata Share of the Aggregate
Commitment.  No Lender shall be required to extend its portion of any
Advance hereunder, and no Advance shall be extended, if:

     

    (i)           such
Lender’s portion of any requested Advance would exceed its Pro Rata Share of
such Advance or such Lender’s Lender Group’s portion of such Advance would
exceed its Pro Rata Share of the Aggregate Commitment;

     

    (ii)          if
such Lender is a Conduit Lender, the extension of the related Loan would result
in the aggregate principal amount of the Loans extended by such Conduit Lender
exceeding its Conduit Lending Limit, or if such Lender is a Committed Lender,
the extension of the related Loan would result in the aggregate principal amount
of the Loans extended by such Committed Lender exceeding its
Commitment;

     

    (iii)         the
Termination Date has occurred; or

     

    (iv)         any
condition to making such Advance set forth in Article III shall not
have been satisfied.

     

    Subject
to the terms, conditions, provisions and limitations set forth herein, the
Borrower may borrow, repay or prepay and reborrow Loans during the Revolving
Period.  The Loans shall be secured by the Collateral pursuant to
Section
2.16.  Collections received in respect of the Collateral shall
be applied in accordance with the provisions of Section
2.08.

     

    
      
        
        

      

      
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    (b)           Conduit Lender
Participation.  On or prior to each Borrowing Date, each
Conduit Lender shall advise its related Administrative Agent as to whether and
the extent to which it shall participate in the making of the Loan to be made by
its Lender Group on such Borrowing Date.  The related Administrative
Agent shall promptly notify the Borrower, the Program Agent and the Committed
Lenders in its Lender Group of such Conduit Lender’s election.  At no
time will a Conduit Lender be obligated to make all or any portion of any Loan
to be made by its Lender Group hereunder.

     

    (c)           Committed Lender’s
Commitment.

     

    (i)      
     If a Conduit Lender elects not to make all or any
portion of the Loan to be made by its Lender Group, the same shall be made by
the Committed Lenders in its Lender Group on a pro rata basis in accordance
with their respective Commitments.

     

    (ii)           The
obligation of any Committed Lender to make its ratable portion of any Advance
hereunder is several from the obligation of any other Committed Lender (whether
or not in the same Lender Group).  The failure of any Committed Lender
to make its ratable portion of any Advance hereunder shall not release the
obligation of any other Committed Lender (whether or not in the same Lender
Group) to make its ratable portion of any Advance hereunder, but no Committed
Lender shall be responsible for the failure of any other Committed Lender to
make its ratable portion of any Advance hereunder.

     

    SECTION
2.02.            Making the
Advance.

     

    (a)           Each
Advance made under this Article II shall
consist of the Loans made by each Lender Group ratably in proportion to such
Lender Group’s respective Pro Rata Share and shall be made pursuant to a
Borrowing Notice issued by the Borrower to the Administrative
Agents.  To be effective, a Borrowing Notice must be received by each
Administrative Agent not less than two (2) Business Days prior to the requested
Borrowing Date; provided that the
Borrower cannot issue more than four Borrowing Notices during any calendar
month.  Each Administrative Agent shall forward each Borrowing Notice
to the Lenders in its Lender Group.  Each Borrowing Notice shall,
except as set forth below, be irrevocable and shall specify:

     

    (i)           the
new Contracts being pledged in connection with such Advance (the “New
Contracts”);

     

    (ii)          the
requested aggregate principal amount of such Advance and the amount of the Loan
which shall be in an amount of at least $2,000,0000 or an integral multiple of
$100,000 in excess thereof;

     

    (iii)         the
Borrowing Date;

     

    (iv)         the
Cutoff Date in respect of the New Contracts; and

    


    
      
        
           


        

        
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    (v)           the
initial Tranche Period and Rate Type requested by the Borrower.

     

    On each
Borrowing Date, upon satisfaction of the applicable conditions precedent set
forth in Article
III, and so long as such Advance does not otherwise violate the terms and
conditions hereof, each Conduit Lender or each Committed Lender, as applicable,
shall remit to the account specified by the Administrative Agent in its Lender
Group by wire transfer in same day funds at such time as shall enable such
Administrative Agent to remit such funds to the Borrower by 12:00 p.m. (New York
City time) on the Borrowing Date, an amount equal to (1) in the case of a
Conduit Lender, its Lender Group’s Pro Rata Share of the Advance, and (2) in the
case of a Committed Lender, its individual Pro Rata Share
thereof.  Upon receipt of such funds, each Administrative Agent shall
by 12:00 pm (New York City time) on such Borrowing Date initiate a wire transfer
of same day funds in such amount to account #921258398 maintained on behalf of
the Borrower at JPMorgan Chase Bank, N.A. (the “Borrower
Account”).  Upon the making of such wire transfers and
deposits, each Lender Group shall be deemed to have extended its Loan to the
Borrower as part of such Advance.

     

    (b)           Borrowing Notice
Irrevocable.  Each Borrowing Notice shall be irrevocable and
binding on the Borrower.  The Borrower shall reimburse each Lender for
any loss, cost or expense incurred by such Lender as a result of any failure to
fulfill on or prior to the Borrowing Date specified in such Borrowing Notice the
applicable conditions set forth in Article III or any
other term or condition described in this Agreement, including any loss, cost or
expense incurred by reason of the liquidation or redeployment of funds acquired
by such Lender to fund its Loan when the Loan, as a result of such failure, is
not made on such date.

     

    (c)           Extension of the Commitment
Termination Date.  The Borrower may request, no more frequently
than once each year, by delivering written notice to the Administrative Agents
and the Program Agent, that the Lenders extend the Commitment Termination Date
for an additional 364 days, with such extension to become effective as of and
from the date all of the Lenders consenting thereto shall in their sole
discretion consent to such extension.  Any Administrative Agent’s
failure for any reason to respond to such a request shall be deemed a rejection
of the requested extension by the Lenders in its Lender Group.

     

    SECTION
2.03.            Reduction in the Aggregate
Commitment.  The Borrower may, by delivering irrevocable
written notice (which shall include a Borrowing Base Certificate) to the
Administrative Agents by 9:30 a.m. (New York City time) no later than three (3)
Business Days prior to any Settlement Date prior to the earlier of the
Commitment Termination Date or the Scheduled Final Maturity Date, (i) prepay in
whole all of the outstanding Borrower Obligations, together with any additional
amount as may be necessary to pay all amounts, including any termination
payments, due to the Hedge Counterparties on such Settlement Date as a result of
such prepayment, or (ii) permanently reduce in part (ratably among the Committed
Lenders) that portion of the Aggregate Commitment that exceeds the Aggregate
Principal Balance (the “Unused
Commitment”).  Any such reduction in the Aggregate Commitment
shall be applied ratably to the Lenders and shall result in reductions of each
of the Commitments, the Conduit Lending Limits and the Lender Group Limits based
on their respective Pro Rata Shares of the applicable
reduction.  Notwithstanding the foregoing, the Borrower may elect to
reduce the Unused Commitment of any Defaulting Lender prior to reducing the
Aggregate Commitment ratably among the non-defaulting Committed
Lenders.

    


    
      
        
           


        

        
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    SECTION
2.04.            Tranches.

     

    (a)           Generally.  Each
Loan shall be allocated to one or more Tranche Periods.  Any portion
of a Loan having one Tranche Period and one Rate Type and held by one Lender is
referred to herein as a “Tranche”.  From
time to time the Administrative Agent and, solely prior to the continuance of an
Event of Termination and solely for purposes of the Tranche Periods described in
paragraphs (b) and (c) of the definition thereof, the Borrower shall select
Tranche Periods (in accordance with the definition thereof) with respect to
Tranches funded by the Committed Lenders, subject to the provisions of this
Agreement.  The applicable Lender may, upon notice to the other party
received at least three (3) Business Days prior to the last day of any Tranche
Period in the case of the Borrower giving notice, or up to the last day of such
Tranche Period in the case of the Lender giving notice, either (i) divide any
Tranche originating on such last day or having a Tranche Period ending on such
last day into two or more Tranches having an aggregate Principal Balance equal
to the Principal Balance of such undivided Tranche, or (ii) combine any two or
more Tranches originating on such last day or having Tranche Periods ending on
such last day into a single Tranche having a Principal Balance equal to the
aggregate of the Principal Balance of such Tranches; provided, however, that no
Tranche with respect to which Interest is determined by reference to the CP Rate
may be combined with a Tranche with respect to which Interest is determined by
reference to the Alternative Rate, and a Tranche held by one Lender may not be
combined with any Tranche held by any other Lender.

     

    (b)           Illegality.  Notwithstanding
any other provision of this Agreement, if the adoption of or any change in any
law or in the interpretation or application thereof by any relevant Governmental
Authority shall make it unlawful for any Lender, in its reasonable
determination, to fund or maintain LIBOR Tranches as contemplated by this
Agreement or to obtain in the interbank Eurodollar market the funds with which
to make or maintain any such LIBOR Tranche, such Lender shall promptly notify
the Program Agent, its Administrative Agent and the Borrower thereof whereupon,
until such Lender notifies the Borrower and the Program Agent that the
circumstances giving rise to such suspension no longer exist (which notice such
Lender shall promptly give), (i) the obligation of such Lender to fund or
maintain LIBOR Tranches shall forthwith be suspended and (ii) such Lender’s then
outstanding LIBOR Tranches, if any, shall be converted on the last day of the
Tranche Period for such Tranches or within such earlier period as required by
law into Base Rate Tranches.  Before giving any notice to the Program
Agent, its Administrative Agent and the Borrower pursuant to this clause (b), such
Lender shall designate a different office as its lending office if such
designation would avoid the need for giving such notice and would not, in the
judgment of such Lender, be otherwise disadvantageous to such
Lender.

    


    
      
        
           


        

        
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    (c)           LIBO Rate Inadequate;
Inability to Determine LIBO Rate.  If prior to the commencement
of any Tranche Period for a LIBOR Tranche, either (i) the related Lender
reasonably determines that the rate at which deposits of Dollars are being
offered to such Lender in the London interbank market does not accurately
reflect the cost to such Lender of funding or maintaining LIBOR Tranches for
such Tranche Period or (ii) the related Lender is unable, after reasonable
attempts, to obtain Dollars in the London interbank market to fund or maintain
such Tranche for such Tranche Period, then such Lender shall give notice thereof
to the Borrower, its Administrative Agent and the Program Agent by telephone or
telecopy as promptly as practicable thereafter and, until such Lender notifies
the Borrower, its Administrative Agent and the Program Agent that the
circumstances giving rise to such suspension no longer exist (which notice such
Lender shall promptly give), (A) the obligations of such Lender to fund or
maintain LIBOR Tranches shall be suspended, and (B) each outstanding LIBOR
Tranche funded by such Lender shall be converted into a Base Rate Tranche on the
last day of the Tranche Period applicable thereto.

     

    SECTION
2.05.            Interest and Fees;
Hedging.  (a) The Borrower shall pay Interest on the Principal
Balance of each Tranche, which interest shall accrue for each day that such
Principal Balance shall be outstanding.

     

    (b)           On
each Settlement Date, the Borrower shall pay to each Lender (or its related
Administrative Agent) all accrued and unpaid Interest with respect to all
Tranches funded by such Lender during the related Monthly Period (or, in the
case of a Provisional Settlement Date, all accrued and unpaid Interest to such
Settlement Date); provided that, in the
case of any LIBOR Tranche, the Borrower shall, if so requested by the applicable
Lender, pay to such Lender all accrued and unpaid Interest thereon on the last
day of the related Tranche Period.

     

    (c)           On
each Settlement Date, the Borrower shall pay to each Administrative Agent an
amount equal to the sum of the Usage Fee and the Unused Fee, if any, accrued in
respect of each day during the related Monthly Period (or, in the case of a
Provisional Settlement Date, all accrued and unpaid Usage Fees and Unused Fees
to such Settlement Date) for the benefit of each Lender in such Administrative
Agent’s Lender Group, which fees shall accrue on each day during the period from
the Effective Date to (x) in the case of the Usage Fees, the date the Loans
shall be repaid in full as specified herein and (y) in the case of the Unused
Fees, the Commitment Termination Date of the applicable Lender
Group.  Notwithstanding the foregoing, the Usage Fee shall not accrue
on any day that the Default Rate shall then be in effect as the Interest
Rate.  For purposes of this Section 2.05(c), this
Agreement and any other Facility Document:

     

    (x)
“Unused Fee” shall mean the fee equal to, on any day, (i) 0.45% per annum, multiplied by
(ii) the excess of (A) 102% of the Commitment of such Administrative Agent’s
Lender Group over (B) the aggregate outstanding Loans of all Lenders in such
Administrative Agent’s Lender Group on such day, multiplied by (iii) 1/360,
payable in arrears on each Settlement Date for the prior Monthly Period (if any)
(or, in the case of a Provisional Settlement Date, all accrued and unpaid Unused
Fees to such Settlement Date), and on the Commitment Termination Date of each
Lender in such Administrative Agent’s Lender Group; and

    


    
      
        
           


        

        
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    (y)
“Usage Fee” shall mean the fee equal to, on any day, (i) 0.90% per annum, multiplied by
(ii) the aggregate outstanding Loans of all Lenders in such Administrative
Agent’s Lender Group on such day, multiplied by (iii) 1/360, payable in arrears
monthly on each Settlement Date for the prior Monthly Period (if any) (or, in
the case of a Provisional Settlement Date, all accrued and unpaid Usage Fees to
such Settlement Date); provided, that if
such date is not a Settlement Date, on the date on which the aggregate
outstanding Loans of all Lenders in such Administrative Agent’s Lender Group
shall have been finally paid in full.  Notwithstanding anything herein
or in the Facility Documents to the contrary, to the extent that any calculation
of Interest under the Facility Documents for any applicable Tranche already
includes a specific spread or margin over the applicable index used to calculate
the related Interest Rate, then such spread or margin shall apply and the Usage
Fee rate shall not when determining  the accrued and unpaid Interest and
Fees related to such Tranche for any particular Tranche Period.

     

    (d)           On
or before the fifth Business Day prior to each Settlement Date (or, in the case
of a Provisional Settlement Date, such notice as may be reasonably practicable
under the circumstances), each Administrative Agent, on behalf of the Lenders in
its Lender Group, shall furnish the Borrower with an invoice setting forth (i)
the amount of the accrued and unpaid Interest and the calculation thereof for
all Tranches funded by the Lenders in its Lender Group during the related
Monthly Period (or other applicable period), and (ii) the amount of the accrued
and unpaid Usage Fee payable to the Lenders in such Administrative Agent’s
Lender Group during such period.

     

    (e)           Within
45 days following a Mandatory Hedge Event, the Borrower shall enter into and
cause to be put in place and at all times thereafter maintain one or more
Eligible Hedge Agreements with Eligible Hedge Counterparties in a manner
necessary to satisfy the Hedging Requirement at such time and at all times
thereafter.  The Borrower shall confer with each Administrative Agent
as to the Hedge Agreements that shall correspond to the Loans made to such
Administrative Agent’s Lender Group.  Each Hedge Agreement shall be in
form and substance and with a notional amount, amortization schedule and cap
rate, in each case, reasonably satisfactory to the Program
Agent.  Notwithstanding the foregoing, in the event any Hedge
Counterparty fails, at any time, to remain an Eligible Hedge Counterparty, the
Borrower shall, within 45 days of such event, replace such Hedge Counterparty
with an Eligible Hedge Counterparty reasonably acceptable to each Administrative
Agent and, if such replacement occurs within such period, the Borrower shall be
deemed to have complied with this Section
2.05(e).  Any failure by the Borrowers to satisfy the terms of
this paragraph shall constitute an Event of Termination on the date of such
failure without regard to any grace periods.

     

    SECTION
2.06.            Scheduled Final Maturity
Date.  The Aggregate Principal Balance of the Loans together
with other Borrower Obligations accrued hereunder shall be due and payable in
full, together with all Interest thereon accrued to such date, on the Scheduled
Final Maturity Date unless (i) earlier repaid pursuant to the provisions of this
Agreement (including, without limitation, Section 2.08), or
(ii) the Borrower Obligations are required to be repaid on any earlier date in
accordance Section
7.02.

    


    
      
        
           


        

        
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    SECTION
2.07.            Evidence of
Debt.  The Loans may be evidenced by a series of promissory
notes (each, a “Note”) executed and
delivered by the Borrower to each Administrative Agent for the benefit of each
Lender in the related Lender Group in the principal amount of the Loan or
portion thereof made by such Lender.  The series of Notes will not
require an explicit rating from the Rating Agencies and each such Note shall be
substantially in the form of Exhibit B
hereto.  In all respects, the Notes will be entitled to identical
rights and priority.  The Notes will be ranked pari passu and the Lenders on
whose behalf the related Administrative Agent is holding such Notes will share
equally in the Collateral and will be entitled to the same rights and remedies
under this Agreement and the other Facility Documents.  Each
Administrative Agent may elect, in its sole discretion, to have a Note issued by
the Borrower to such Administrative Agent for the benefit of each Lender in the
related Lender Group.   In the case of any Administrative Agent
that does not request a Note, such Administrative Agent shall maintain an
account or accounts evidencing the indebtedness of the Borrower to such
Administrative Agent on behalf of the Lenders in the related Lender Group
resulting from the Loan or portion thereof made by such Lender, including the
outstanding principal balance of such Loan and the amount of Interest payable
and paid to such Lender from time to time hereunder.  The entries made
in such accounts of the Administrative Agents shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided, however, that the
failure of any Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
any Loan in accordance with the terms of this Agreement.

     

    SECTION
2.08.            Settlement
Procedures.

     

    (a)           Deposits to Collection
Account.  The Servicer shall remit all Collections to the
extent received and identified with the Pledged Contracts directly to the
Collection Account within two (2) Business Days of identification.  In
the event that the Borrower and/or the Servicer receives any Collections or
other proceeds of the Collateral, each shall remit the same directly to the
Collection Account within two (2) Business Days of receipt. On each Settlement
Date, each of the Borrower and the Servicer shall deposit or shall cause to be
deposited to the Collection Account all amounts described in “Total Distribution
Amount” together with any other Collections, in each case, to the extent
received by either of them that have not previously been deposited to the
Collection Account.  The Servicer shall not make any withdrawals from
the Collection Account at any time except for the purpose of distributing such
Collections and other amounts in accordance with Sections 2.08(b) or
2.08(c), as
applicable; provided, that the
Servicer may, from time to time, withdraw amounts from the Collection Account as
contemplated in Section 6.06, and the
Servicer may cause amounts in the Collection Account to be invested in Permitted
Investments maturing not later than the Settlement Date next following such
investment.

     

    (b)           Application of Collections –
Revolving Period.  On each Settlement Date, the Servicer shall
apply, to the extent of funds then available in the Collection Account, the
Total Distribution Amount for such Settlement Date in the following order of
priority:

     

    (i)           first, to the Servicer for
the repayment of any outstanding Servicer Advance made in respect of any Pledged
Contract;

     

    (ii)         second, to be distributed
pari passu to the
Servicer and the Back-up Servicer (if any), as applicable:  (A) to the
Servicer, the accrued and unpaid Servicer Fee, including any unpaid Servicer
Fees, with respect to any prior Monthly Periods and in addition as additional
compensation as Servicer, Collections received during the preceding Monthly
Period solely in respect of Late Payment Penalty and Similar Fees in an amount
not to exceed 1% of the aggregate Collections during such immediately preceding
Monthly Period and (B) to the Back-up Servicer (if any), the accrued and unpaid
Back-up Servicing Fee, including unpaid Back-up Servicing Fees with respect to
any prior Monthly Periods;

    


    
      
        
           


        

        
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    (iii)    
    third, to be distributed
pari passu to the
Administrative Agents and the Program Agent, as applicable, to each
Administrative Agent for the Lenders in its respective Lender Group, on a pro rata basis, and if
applicable to the Program Agent, an amount equal to the aggregate accrued and
unpaid Interest and Fees;

     

    (iv)      
  fourth, to
be distributed pari passu
to the Administrative Agents and the Hedge Counterparties (if any): (A)
to the Administrative Agents for the Lenders in their respective Lender Groups,
an amount equal to each Lender Group’s Pro Rata Share of the Target Principal
Payment Amount, and (B) to the Hedge Counterparties (if any), on a pro rata basis, any Swap
Termination Payments then due and payable; provided that any
such payments to the Hedge Counterparties shall not exceed $1,000,000 in the
aggregate;

     

    (v)      
   fifth, to be distributed to
any applicable Hedge Counterparties (if any), on a pro rata basis, any Swap
Termination Payments then due and payable and not previously paid;

     

    (vi)    
    sixth, if any Borrower
Obligations (other than the amounts paid pursuant to clauses (i) through
(v) above) are
then due and payable by the Borrower to any Secured Party, to each such Secured
Party (ratably in accordance with the amounts owing to each) the Borrower
Obligations so due and payable;

     

    (vii)    
   seventh, if a Mandatory Hedge
Event has occurred, to an Eligible Hedge Counterparty selected by the Borrower
an amount necessary to purchase one or more Eligible Hedge Agreements (to the
extent existing Eligible Hedge Agreements meeting the requirements of this
Agreement are not then in effect);

     

    (viii)   
   eighth, to the Servicer, any
Collections received during the preceding Monthly Period solely in respect of
Late Payment Penalty and Similar Fees and not previously paid pursuant to clause (ii) above;
and

     

    (ix)       
  ninth, any remaining funds to
the Borrower.

     

    In
addition to the foregoing, the Servicer shall, to the extent of funds then
available in the Collection Account, on the last day of any Tranche Period for a
LIBOR Tranche, disburse to the applicable Administrative Agent for the Committed
Lender that shall have funded or maintained such LIBOR Tranche, an amount equal
to the Interest on such LIBOR Tranche.

     

    (c)           Application of Collections –
Post-Revolving Period.  Upon the occurrence of and During the
continuance of an Event of Termination and at all times while the Revolving
Period is not in effect, the Servicer shall apply, to the extent of funds then
available in the Collection Account, the Total Distribution Amount on each
Settlement Date in the following order of priority:

    


    
      
        
           


        

        
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    (i)           first, to the Servicer for
the repayment of any outstanding Servicer Advance made in respect of any Pledged
Contract;

     

    (ii)         second, to be distributed
pari passu to the
Back-up Servicer and, if Snap-on Credit or Affiliates, is not acting in such
capacity at such time, the Servicer: (A) to the Back-up Servicer the accrued and
unpaid Back-up Servicing Fee, including any unpaid Back-up Servicing Fees with
respect to any prior Monthly Period and (B) to the Servicer the accrued and
unpaid Servicer Fee, including any unpaid Servicer Fees with respect to any
prior Monthly Period;

     

    (iii)         third, to be distributed
pari passu to the
Administrative Agents and the Program Agent, as applicable, to each
Administrative Agent for the benefit of the Lenders in its respective Lender
Group, on a pro rata
basis, and if applicable to the Program Agent, an amount equal to the aggregate
accrued and unpaid Interest and Fees;

     

    (iv)         fourth, to be distributed
pari passu to the
Administrative Agents and the Hedge Counterparties (if any), as applicable: (A)
to the Administrative Agents for the Lenders in their respective Lender Groups,
an amount equal to each Lender Group’s Pro Rata Share of the Target Principal
Payment Amount, and (B) to the Hedge Counterparties (if any), on a pro rata basis, any Swap
Termination Payments then due and payable; provided that any
such payments to the Hedge Counterparties shall not exceed $1,000,000 in the
aggregate;

     

    (v)          fifth, if Snap-on Credit or
any of it is Affiliates is acting in such capacity at such time, to the
Servicer, the accrued and unpaid Servicer Fee, including any unpaid Servicer Fee
with respect to any prior Monthly Periods;

     

    (vi)         sixth, to be distributed to
any applicable Hedge Counterparties (if any), on a pro rata basis, any Swap
Termination Payments then due and payable and not previously paid;

     

    (vii)       seventh, if any Borrower
Obligations (other than the amounts paid pursuant to clauses (i) through
(vi) above) are
then due and payable by the Borrower to any Secured Party, to each such Secured
Party (ratably in accordance with the amounts owing to each) the Borrower
Obligations so due and payable;

     

    (viii)      eighth, if a Mandatory Hedge
Event has occurred, to an Eligible Hedge Counterparty selected by the Borrower
an amount necessary to purchase one or more Eligible Hedge Agreements (to the
extent existing Eligible Hedge Agreements meeting the requirements of this
Agreement are not then in effect);

     

    (ix)         ninth, to the Servicer, as
part of its compensation as Servicer, any Collections received during the
preceding Monthly Period solely in respect of Late Payment Penalty and Similar
Fees; and

     

    (x)          tenth, following the Final
Collection Date, any remaining funds to the Borrower.

     

    


    
      
        
           


        

        
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    Any
payment to be made to the Lenders hereunder shall be made to the applicable
Administrative Agent on behalf of its related Lenders as described in clauses (b) and (c) above and such
payment shall conclusively satisfy the Borrower’s or the Servicer’s payment
duties hereunder.

     

    SECTION
2.09.            Removal of Certain Defaulted
and Other Contracts.  On any Settlement Date so long as no
Event of Termination exists in the event the Borrower shall be capable of
selling, assigning or otherwise transferring a Pledged Contract that either (a)
has become a Defaulted Contract or (b) is otherwise not included and is not
eligible for inclusion in the calculation of the Borrowing Base, in either case,
for an amount not less than the Repurchase Price (or such other price as shall
be acceptable to the Program Agent and each of the Administrative Agents), the
Borrower may, with the consent of the Program Agent, remove from the Collateral
such Contract and the related Contract Assets by depositing to the Collection
Account on such Settlement Date, an amount equal to the Repurchase Price (or
such other price) from the proceeds of such sale, assignment or other transfer;
provided, however, that the
Outstanding Balance of Contracts so removed shall be limited to not more than
10% (in the aggregate for all Contracts described in clauses (a) or (b) of this
Section 2.09) of the aggregate initial principal amount of all Contracts sold to
the Borrower during the most recently preceding twelve months; provided, further, that any
such Collateral so removed during a Reporting Period shall continue to be
included in any related calculations provided in the Servicer Report for such
Reporting Period.

     

    SECTION
2.10.            Payments and Computations,
Etc.  All amounts to be paid or deposited by the Borrower or
the Servicer hereunder shall be paid or deposited in accordance with the terms
hereof no later than 1:00 p.m. (New York City time) on the day when due in
lawful money of the United States of America in immediately available funds to
an account the Program Agent or the relevant Administrative Agents may designate
prior to such payment from time to time in writing.  The Borrower and
the Servicer shall, to the extent permitted by law, pay to the Affected Party
interest on all amounts not paid or deposited or debited by such Person when due
hereunder at the Default Rate, payable on demand.  All computations of
interest and all computations of Interest and Fees hereunder shall be made on
the basis of a year of 360 days for the actual number of days (including the
first but excluding the last day) elapsed; provided that all
computations of Interest on Base Rate Tranches shall be made on the basis of a
year of 365 or 366 days for the actual number of days (including the first but
excluding the last day) elapsed.  In no event shall any provision of
this Agreement require the payment or permit the collection of Interest in
excess of the maximum permitted by applicable law.  In the event that
any payment hereunder (whether constituting a repayment of Loans or a payment of
Interest or any other amount) is rescinded or must otherwise be returned for any
reason, the amount of such payment shall be restored and such payment shall be
considered not to have been made.

     

    
      
        
        

      

      
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    SECTION
2.11.            Interest
Protection.

    


    (a)           If
due to any Regulatory Change (1) there shall be an increase in the cost to such
Affected Party of funding or maintaining any Tranche which accrues Interest at
the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in
respect thereof, or (2) such Affected Party shall be required to make a payment
calculated by reference to any Tranche which accrues Interest at the Adjusted
LIBO Rate or the CP Rate funded by it or Interest received by it, then the
Borrower shall, on the next Settlement Date which is at least five (5) Business
Days after receipt of the certificate described in Section 2.11(b), pay
such Administrative Agent for the account of such Affected Party (as a third
party beneficiary, in the case of any Affected Party other than one of the
Lenders), that portion of such increased costs incurred, amounts not received or
required payment made or to be made, which such Administrative Agent reasonably
determines is attributable to funding and maintaining, or extending a commitment
to fund, any Tranche which accrues Interest at the Adjusted LIBO Rate or the CP
Rate hereunder or pursuant to any Asset Purchase Agreement or similar liquidity
facility.

     

    (b)           Each
Administrative Agent will promptly notify the Borrower and the Program Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle any Affected Party in its Lender Group to compensation pursuant to Section
2.11(a).  Each Affected Party will designate a different
lending office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of such Affected Party, be
otherwise disadvantageous to it.  In determining the amount of such
compensation, such Affected Party may use any reasonable averaging and
attribution methods.  The applicable Affected Party (or such party’s
related Administrative Agent) shall submit to the Borrower a certificate
describing in reasonable detail such increased costs incurred, amounts not
received or receivable or required payment made or to be made (including the
calculation thereof), which certificate shall be conclusive in the absence of
manifest error.  The Borrower shall pay such Affected Party or
Administrative Agent the amount as due on any such certificate on the next
Settlement Date following receipt of such notice.

     

    (c)           If
any Affected Party or Lender has or anticipates having any claim for
compensation from the Borrower pursuant to clause (iii) of the definition of
Regulatory Change, and such Affected Party or Administrative Agent believes that
having the facility publicly rated by two credit rating agencies would reduce
the amount of such compensation by an amount deemed by such Affected Party or
Administrative Agent to be material, such Affected Party or Administrative Agent
shall provide written notice to the Borrower and the Servicer (a “Ratings Request”)
that such Affected Party or Administrative Agent intends to request public
ratings of the facility from two credit rating agencies selected by such
Affected Party or Administrative Agent and reasonably acceptable to the
Borrower, of at least “AAA” or its equivalent (the “Required
Ratings”).  The Borrower and the Servicer agree that they shall
cooperate with such Administrative Agent’s or Affected Party’s efforts to obtain
the Required Ratings, and shall provide the applicable credit rating agencies
(either directly or through distribution to the Administrative Agent, Program
Agent or Affected Party) any information requested by such credit rating
agencies for purposes of providing and monitoring the Required
Ratings.  The Borrower shall pay the initial fees payable to the
credit rating agencies for providing the ratings payable to the credit rating
agencies for their continued monitoring of the
ratings.  Notwithstanding anything to the contrary set forth in this
Section
2.11(c), any Administrative Agent or Affected Party shall, following any
Ratings Request and delivery of a rating, continue to have the ability to demand
compensation for increased costs and similar amounts from each Seller pursuant
to Section 2.11(a)
hereof less the actual amount such increased costs were reduced during any
related period due to the Borrower obtaining such Required Rating.  In
addition, nothing in this Section 2.11(c)
shall require any Administrative Agent or Affected Party to obtain any ratings
on the facility prior to demanding any such compensation from any
Seller.

    


    
      
        
           


        

        
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    SECTION
2.12.            Accounting Based
Consolidation Event.  (a) Upon demand by the Administrative
Agent, the Borrower shall, within five (5) Business Days after receipt of the
certificate described below, pay the applicable Administrative Agent, for the
benefit of the relevant Affected Party, such amounts as such Affected Party
reasonably determines will compensate or reimburse such Affected Party for any
(i) fee, expense or increased cost, including without limitation, charged to,
incurred or otherwise suffered by such Affected Party, (ii) reduction
in  the rate of return on such Affected Party’s capital or reduction
in the amount of any sum received or receivable by such Affected Party, or (iii)
capital charges based on the applicable method for calculating such capital
costs in complying with regulatory capital requirements allocable to Borrower or
the transactions contemplated by the Facility Documents in each case resulting
from the consolidation, for financial and/or regulatory accounting purposes, of
all or any portion of the assets and liabilities of a Lender that are subject to
this Agreement or any other Facility Document with all or any portion of the
assets and liabilities of an Affected Party.  Amounts under this Section 2.12 may be
demanded at any time without regard to the timing of issuance of any financial
statement by any Conduit Lender or by any Affected Party; provided that a
Conduit Lender on behalf of such Affected Party shall provide to the Borrower a
calculation in reasonable detail of the amounts payable to each Affected Party
pursuant to this Section 2.12 and such
calculation shall be binding in the absence of manifest error.

     

    SECTION
2.13.            
Increased
Capital.

     

    (a)           If
any Regulatory Change (i) subjects any Administrative Agent or any Affected
Party to any charge or withholding on or with respect to any Facility Document
or this Agreement or an Administrative Agent’s or Affected Party’s obligations
under a Facility Documents or this Agreement, or on or with respect to the
Receivables, or changes the basis of taxation of payments to any Administrative
Agent or any Affected Party of any amounts payable under any Facility Document
or this Agreement (except for changes in the rate of tax on the overall net
income of an Administrative Agent or Affected Party or taxes excluded by Section 8.01) or (ii)
imposes, modifies or deems applicable any reserve, assessment, fee, tax,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or liabilities of an Affected Party or an
Administrative Agent, or credit extended by an Affected Party or an
Administrative Agent pursuant to a Facility Document or this Agreement or (iii)
imposes any other condition the result of which is to increase the cost to an
Affected Party or an Administrative Agent of performing its obligations under a
Facility Document or this Agreement, or to reduce the rate of return on an
Affected Party’s or an Administrative Agent’s capital as a consequence of its
obligations under a Facility Document or this Agreement, or to reduce the amount
of any sum received or receivable by an Affected Party or an Administrative
Agent under a Facility Document or this Agreement, or to require any payment
calculated by reference to the amount of interests or loans held or interest
received by it, then, on the next Settlement Date which occurs at least five (5)
Business Days after receipt of the certificate described in Section 2.13(b),
Borrower shall pay to the Program Agent, for the benefit of the relevant an
Affected Party or an Administrative Agent, such amounts charged to such an
Affected Party or an Administrative Agent or such amounts to otherwise
compensate such Affected Party or such Administrative Agent for such increased
cost or such reduction.

    


    
      
        
           


        

        
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    (b)           Each
Administrative Agent will promptly notify the Borrower and the Program Agent of
any event of which it has knowledge, occurring after the date hereof, which will
entitle any Lender or Affected Party in its Lender Group to compensation
pursuant to Section
2.13(a).  Each Lender or Affected Party will designate a
different lending office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such Lender or
Affected Party, be otherwise disadvantageous to it.  In determining
the amount of such compensation, such Lender or Affected Party may use any
reasonable averaging and attribution methods.  The applicable Lender
or Affected Party (or such party’s related Administrative Agent) shall submit to
the Borrower a certificate describing in reasonable detail such compensation
(including the calculations thereof), which certificate shall be conclusive in
the absence of manifest error.

     

    SECTION
2.14.            Funding
Losses.  In the event that any Liquidity Provider or any Lender
shall incur any loss, expense or Liquidation Fees (including, without
limitation, any loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Liquidity Provider or
Lender in order to fund or maintain any Loan or interest therein) as a result of
any reduction of the Principal Balance of any Tranche at any time or conversion
of any Tranche to another Tranche prior to the originally scheduled last day of
the applicable Tranche Period, then, on the Settlement Date following written
demand from the related Administrative Agent to the Borrower, the Borrower shall
pay to such Administrative Agent for the account of such Liquidity Provider or
Lender, the amount of such loss, expense or Liquidation Fees.  Such
written demand shall describe in reasonable detail the components of such
funding loss and shall, in the absence of manifest error, be conclusive and
binding upon the Borrower.

     

    SECTION
2.15.             Taxes.

     

    (a)           Except
to the extent required by applicable law, any and all payments and deposits
required to be made hereunder or under any instrument delivered hereunder by the
Borrower hereunder shall be made free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto (except for net income
taxes that are imposed by the United States and franchise taxes, gross receipts
taxes imposed in lieu of income taxes, and net income taxes that are imposed on
such Affected Party by the state or foreign jurisdiction under the laws of which
such Affected Party is organized or any political subdivision thereof,
collectively, “Excluded
Taxes”).  If the Borrower or the Servicer shall be required by
law to make any such deduction, (i) the Borrower shall, except in the case of
any deduction on account of Excluded Taxes, make an additional payment to such
Affected Party, in an amount sufficient so that, after making all required
deductions (including deductions applicable to additional sums payable under
this Section
2.15), such Affected Party receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower (or the
Servicer, on its behalf) shall make such deductions and (iii) the Borrower (or
the Servicer, on its behalf) shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable
law.

     

    (b)           In
addition, the Borrower agrees to pay any present or future stamp or other
documentary taxes or any other excise or property taxes or similar levies which
arise from any payment made hereunder or under any instrument delivered
hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any instrument delivered hereunder.

    


    
      
        
           


        

        
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    (c)           Each
Affected Party which is not organized under the laws of the United States or any
State thereof shall, on or prior to the date that such Affected Party becomes a
party to or obtains rights under this Agreement, and prior to any payment being
made by the Borrower to such Affected Party, deliver to the Borrower (i) two
duly completed and executed copies of the IRS Form W-8 BEN or W-8 ECI (or any
successor form) as applicable; and (ii) such other forms or certificates as may
be required under the laws of any applicable jurisdiction (on or before the date
that any such form expires or becomes obsolete), in order to permit the Borrower
to make payments to, and deposit funds to or for the account of, such Affected
Party hereunder and under the other Facility Documents without any deduction or
withholding for or on account of any tax.  Each such Affected Party
shall submit to the Borrower (with copies to the Program Agent) two updated,
completed, and duly executed versions of: (i) all forms referred to in the
previous sentence upon the expiry of, or the occurrence of any event requiring a
change in, the most recent form previously delivered by it to the Borrower or
the substitution of such form; and (ii) such extensions or renewals thereof as
may reasonably be requested by the Borrower.

     

    (d)           If
the Borrower is required to pay additional amounts to or for the benefit of any
Affected Party pursuant to this Section 2.15 as a
result of a change of law or treaty occurring after such Affected Party first
became a party to this Agreement, such Affected Party will, at the Borrower’s
request, change the jurisdiction of its applicable lending office if, in the
reasonable judgment of such Affected Party, such change (i) will eliminate or
reduce any such additional payment which may thereafter accrue and (ii) is not
otherwise disadvantageous to such Affected Party.

     

    SECTION
2.16.            Security
Interest.  (a)  As security for the performance by
the Borrower of all the terms, covenants and agreements on the part of the
Borrower to be performed under this Agreement or any other Facility Document,
including the payment when due of all Borrower Obligations, the Borrower hereby
grants to the Program Agent, for the benefit of the Secured Parties, a security
interest in all of the Borrower’s right, title and interest in and to all of its
assets and interests in property, whether now existing or hereafter arising or
acquired, including, without limitation, the following:

     

    (i)           all
Contracts, together with all Related Security and Collections with respect
thereto;

     

    (ii)          the
Collection Account, including, without limitation, (A) all Collections held
therein and all certificates and instruments, if any, from time to time
representing or evidencing the Collection Account or any Collections held
therein, (B) all investment property and other financial assets representing
Collections or proceeds thereof on deposit in, credited to, held in, or acquired
with funds from, the Collection Account and all certificates and instruments
from time to time representing or evidencing such investment property and
financial assets, (C) all notes, certificates of deposit and other instruments
from time to time hereafter delivered or transferred to, or otherwise possessed
by, the Program Agent in substitution for the then existing investments in the
Collection Account and (D) all interest, dividends, cash, instruments, financial
assets, investment property and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for the
Collection Account, in each case, related to Contracts;

    


    
      
        
           


        

        
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    (iii)         all
rights and remedies of the Borrower under the Receivables Sale Agreement,
together with all financing statements filed by the Borrower against the Sellers
in connection therewith;

     

    (iv)         to
the extent not included in the foregoing, the Contract Assets conveyed to the
Borrower under the Receivables Sale Agreement;

     

    (v)         all
rights and remedies of the Borrower under each Hedge Agreement, if
any;

     

    (vi)        all
accounts, chattel paper, inventory, equipment, instruments, investment property,
deposit accounts, letter-of-credit rights, general intangibles and supporting
obligations (all terms in this clause (vi) having
the meaning assigned to them in Article 9 of the UCC of the applicable
jurisdiction) constituting or solely to the extent relating to the foregoing;
and

     

    (vii)        to
the extent not included in the foregoing, all proceeds of any and all of the
foregoing (the assets and interests in property described above in this Section 2.16(a),
collectively, the “Collateral”).

     

    The
Borrower hereby authorizes the filing of financing statements, and continuation
statements and amendments thereto and assignments thereof, describing the
collateral covered thereby as “all of debtor’s personal property or assets” or
words to that effect.  This Agreement shall constitute a security
agreement under applicable law.

     

    (b)           (i)           With
respect to any Contract that has been repurchased by a Seller, in accordance
with Section
6.01 of the Receivables Sale Agreement, the Program Agent’s security
interest in such Contract and the Related Security and Collections with respect
thereto shall be automatically released upon the deposit to the Collection
Account of proceeds of such repurchase in an amount not less than the Repurchase
Price.

     

    (ii)          Upon
prepayment in full of all of the Borrower Obligations in accordance with Section 2.03, upon
removal from the Collateral of any Contract in accordance with Section 2.09, or upon
receipt of any Add-on Refinance Amounts received in respect of any “add-on”
Contracts in accordance with Section 5.01(o), in
each case so long as the payments, including payments pursuant to Section 2.09 and
Add-on Refinance Amounts pursuant to Section 5.01(o), have
been made and deposited into the Collection Account at such time, the Program
Agent’s security interest, on behalf of the Secured Parties, in all Contracts
(in the case of Section 2.03) or the
removed or refinanced Contract (in the case of Sections 2.09 and
5.01(o)), and
the Related Security and Collections with respect thereto shall be automatically
released on the date of prepayment, payment and deposit of refinancing proceeds,
as applicable, in each case, into the Collection Account.

    


    
      
        
           


        

        
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    (iii)          On
acknowledgement by the Program Agent of the occurrence of the Final Collection
Date, the Program Agent’s security interest in the Collateral shall
automatically terminate.

     

    (iv)          Upon
the release or termination of the Program Agent’s security interest in all or
any portion of the Collateral as provided in this Section 2.16(b) or in
Section 2.17,
the Program Agent will, at the request and expense of the Borrower, (x) execute
and deliver to the Borrower such instruments of release with respect to such
Collateral, in recordable form if necessary, in favor of the Borrower as the
Borrower may reasonably request, (y) deliver any such Collateral in its
possession to the Borrower or its designee, and (z) take such other actions
as the Borrower may reasonably request (all without recourse to, and without
representation or warranty by, the Program Agent, any Administrative Agent or
any Lender, other than a representation to the effect that no Adverse Claim in
the Collateral has been created by or through such Person) to evidence the
release or termination of the Program Agent’s security interest in the
Collateral or the portion thereof in which the Program Agent’s security interest
has been released or terminated.

     

    SECTION
2.17.            Take-Out
Securitizations.  The Borrower may, upon no less than five (5)
Business Day’s prior written notice to the Administrative Agents and the Hedge
Counterparties, if any, request that certain Collateral be released from the
Program Agent’s security interest in order to effect a Take-Out
Securitization.  Notwithstanding the foregoing, no Take-Out
Securitization shall be permitted unless the proceeds received in connection
with any Take-Out Securitization are remitted to the Collection Account to be
applied pro rata to
each Administrative Agent on the Take-Out Date (to be applied to accrued
interest, fees and principal on the Loans by the Lenders in each such
Administrative Agent’s Lender Group) and that such proceeds are in an aggregate
amount not less than the Repurchase Price for the Contracts that are the subject
of such Take-Out Securitization together with any additional amount as may be
necessary to pay all amounts due to the Hedge Counterparties on such date, in
respect of any termination payment which may be due on such date as a result of
such Take-Out Securitization with any excess (after application to interest,
fees and principal on such date) to be deposited into the Collection Account for
application on the next Settlement Date in accordance with Section
2.08.  Prior to any such Take-Out Securitization being
effected, the Program Agent and the Administrative Agents shall have received
satisfactory evidence that before and after giving effect to such Take-Out
Securitization, (A) no Event of Termination, Incipient Event of Termination,
Early Amortization Event or an event that but for notice or lapse of time or
both would constitute an Early Amortization Event shall have occurred and be
continuing, (B) the Aggregate Principal Balance shall not exceed an amount equal
to the Borrowing Base (as recalculated on such date), (C) the Overconcentration
Amount shall be zero and (D) the transaction documents to which the Borrower is
a party and which set forth the terms of the Take-Out Securitization include
limited recourse and non-petition provisions for the benefit of the Borrower
similar in all material respects to those set forth in Sections 10.09 and
10.11
hereof.  In any calculation to be made in connection with a Take-Out
Securitization hereunder, the Outstanding Balance of a Contract shall be that
set forth in (i) the then most recently delivered Servicer Report in respect of
which the related Settlement Date shall have occurred, or (ii) if such Contract
was acquired by the Borrower after the last date covered by such Servicer
Report, the related Notice of Sale.  Upon satisfaction of the
conditions precedent set forth in this Section 2.17, and
deposit by the Borrower to the Collection Account (for application as described
above in this paragraph) of the proceeds thereof in an amount not less than the
Repurchase Price of the Contracts that are the subject of such Take-Out
Securitization, the Program Agent’s security interest, on behalf of the Secured
Parties, in such Contracts and the Related Security and Collections shall be
automatically released and if requested by the Borrower in connection therewith,
the Program Agent will upon such request authorize and/or execute, if
applicable, any applicable UCC financing statement and other appropriate
documents (prepared by and at the expense of the Borrower) deemed necessary or
desirable by the Borrower to assign and/or terminate the security interests,
liens and other rights on and in such Contracts so removed.

    


    
      
        
           


        

        
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    SECTION
2.18.            Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Committed Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Committed Lender is a
Defaulting Lender:

     

    (a)           The
Unused Fee shall cease to accrue on the unfunded portion of the Commitment of
such Defaulting Lender pursuant to Section 2.05 if it
remains a Defaulting Lender at the time of any reduction of the Aggregate
Commitment pursuant to Section
2.03.

     

    (b)           The
Commitment of such Defaulting Lender shall not be included in determining
whether all Lenders or the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment or waiver pursuant to Section 10.01), provided that any
waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting
Lender.

     

    (c)           So
long as an Event of Termination has not occurred and is continuing, any amount
payable to such Defaulting Lender or any member of its Lender Group hereunder
(whether on account of principal, interest, fees or otherwise and including any
amount that would otherwise be payable to such Defaulting Lender pursuant to
Section 2.04
hereof) shall, in lieu of being distributed to such Defaulting Lender or member,
be retained by the Program Agent in a segregated account and, subject to any
applicable requirements of law, be applied at such time or times as may be
determined by the Program Agent to (i) the funding or cash collateralization of
the Commitment of such Defaulting Lender as required by this Agreement, (ii) the
funding of any Advance in respect of which such Defaulting Lender has failed to
fund its Pro Rata Share as required by this Agreement, and (iii) if so
determined by the Program Agent and the Borrower, be held in such account as
cash collateral for future funding obligations of the Defaulting Lender’s Lender
Group under this Agreement.  Amounts held in such segregated account
will not accrue Interest or Fees.  Any investment income earned from
investments in the segregated account shall be retained in the segregated
account.

     

    (d)           In
the event that the Program Agent and the Borrower agree that a Defaulting Lender
has adequately remedied all matters that caused such Lender to be a Defaulting
Lender, then the Commitments of the Lenders and the Lender Group Limit of the
Lender’s related Lender Group shall be readjusted to reflect the inclusion of
such Lender’s Commitment and on such date such Lender shall purchase at par such
of the Loans of the other Lenders in its Lender Group as its related
Administrative Agent shall determine may be necessary in order for such Lender
to hold such Loans in accordance with its Pro Rata Share of the Lender Group
Limit and all funds held in a segregated account in respect of such Lender Group
under Section
2.18(c) shall be released to the Administrative Agent of such Lender
Group.

    


    
      
        
           


        

        
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    SECTION
2.19.             Mitigation of Obligations;
Replacement of Lender Groups.

     

    (a)           If
any Lender requests compensation under Sections 2.11, 2.12 or 2.13, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15, then
such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or Affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Sections 2.11, 2.12, 2.13 or 2.15, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.  The Borrower shall not be required to pay any amount
otherwise payable under Sections 2.11, 2.12, 2.13 or 2.15 to the extent
such amount accrued prior to the date that is 270 days before the date upon
which the Lender requests compensation hereunder in respect of the applicable
event; provided, that if
such event giving rise to such amount is retroactive, then the 270-day period
referred to above shall be extended to include the period of retroactive effect
thereof; provided further that if such
event giving rise to such amount shall have occurred prior to the date hereof
but, due to any regulatory grace or transition period or other application
exception, did not, prior to the date hereof, result in or require (in the
reasonable judgment of such Lender) any increase in or additional capital charge
related to such Lender’s participation in the transactions contemplated hereby,
then the 270-day period described above shall commence only when the applicable
Lender had actual knowledge or notice (or had made a determination based on the
methods pursuant to which it calculates its required capital costs) that such
participation herein would result in or so require an increase in or additional
capital charge.

     

    (b)           If
any Lender becomes a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender, its related Administrative Agent
and the Program Agent, require such Lender and its Lender Group to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 10.03),
all of its interests, rights and obligations under this Agreement to an assignee
identified by the Borrower that shall assume such obligations (which assignee
may be a Lender in another Lender Group, if such Lender and its related Lender
Group accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Program Agent,
which consent shall not be unreasonably withheld or delayed, and (ii) such
Lender and its related Lender Group shall have received payment of an amount
equal to the principal balance of the Loans made by the Lender and its related
Lender Group, accrued interest thereon, accrued fees and all other amounts
payable to such Lender and its related Lender Group hereunder, from the assignee
(to the extent of such principal balance and accrued interest and fees) or the
Borrower (in the case of all other amounts) together with all amounts then held
in any segregated account with respect to such Lender Group in accordance with
Section
2.18(c).

    


    
      
        
           


        

        
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    ARTICLE
III   CONDITIONS PRECEDENT

     

    SECTION
3.01.            Conditions Precedent to
Effectiveness of the Agreement and the Initial Advance.  As
conditions precedent to the effectiveness of this Agreement and the initial
Advance hereunder, on or prior to the Effective Date, (i) the Administrative
Agents shall have received each of the documents, instruments, legal opinions
and other agreements reasonably satisfactory to such Administrative Agents
listed on Exhibit
E, together with all fees and expenses due and payable on or prior to the
date hereof in connection with this Agreement and the Fee Letter, (ii) since
July 3, 2010, no event has occurred which would have a Material Adverse Effect
with respect to the Servicer, (iii) each Lender shall have received all
necessary credit approvals in order to consummate the transactions contemplated
by this Agreement, (iv) each of the conditions precedent set forth in Section 3.01 of the
Receivables Sale Agreement shall have been met or waived to the satisfaction of
the Administrative Agents, (v) no Event of Termination, Early Amortization
Event, Servicer Termination Event or Incipient Event of Termination shall have
occurred and then be continuing or would occur on giving effect to the
transactions contemplated herein, (vi) all ratings issued by Moody’s and S&P
in respect of the Performance Guarantor are at a level of at least “Baa3” and
“BBB-” by Moody’s and S&P, respectively, (vii) the Administrative Agents
shall have received a pro forma Monthly Report from the Servicer and such other
documents and information relating to the Collateral as any Administrative Agent
may have reasonably requested and (viii) any fees and expenses due and payable
by the Borrower to J.P. Morgan Securities Inc., as lead arranger, have been
paid.

     

    SECTION
3.02.            [Reserved].

     

    SECTION
3.03.            Conditions Precedent to Each
Advance.  The making of each Advance (including the initial
Advance) by the Lenders to the Borrower shall be subject to the further
conditions precedent that on each Borrowing Date, each of the following shall be
true and correct on such Borrowing Date, and, with respect to such Advance, both
before (except with respect to clause (f) below) and
after giving effect to such Advance:

     

    (a)           The
representations and warranties contained in Article IV are
correct in all material respects on and as of such date as though made on and as
of such date (except for those representations and warranties which are
specifically made only as of a specific date, which such representations and
warranties shall be correct in all material respects on and as of the date made)
and the Borrower and the Servicer are in compliance in all material respects
with the covenants set forth in Article V as of such
date;

     

    (b)           The
Aggregate Principal Balance at such time is less than or equal to the lesser of
(i) the Aggregate Commitments and (ii) the Borrowing Base;

     

    (c)           The
Overconcentration Amount shall be zero;

     

    (d)           No
event has occurred and is continuing, or would result from such Advance which
constitutes an Event of Termination, an Early Amortization Event, a Servicer
Termination Event, an Incipient Event of Termination or an event that but for
notice or lapse of time or both would constitute an Early Amortization
Event;

    


    
      
        
           


        

        
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    (e)           If,
at such time, a Purchase is then being made under the Receivables Sale
Agreement, each of the conditions precedent set forth in Section 3.02 and
Section 3.03 of
the Receivables Sale Agreement shall have been met or waived to the satisfaction
of the Administrative Agents;

     

    (f)           If
a Hedge Event Date has occurred, the Borrower shall have procured one or more
Eligible Hedge Agreements with an Eligible Hedge Counterparty or Counterparties
in an amount not less than the Aggregate Principal Balance after giving affect
to such Advance;

     

    (g)           If
a Mandatory Back-up Servicer Event has occurred, the Borrower shall have
procured a Back-up Servicing Agreement with a Back-up Servicer;

     

    (h)           a
Borrowing Notice has been delivered to all of the Administrative
Agents;

     

    (i)           the
Contracts subject to such Advance have either been (i) in the case of Contracts
which are tangible chattel paper, delivered to the Servicer or (ii) in the case
of Contracts which are electronic chattel paper, under the “control” (as defined
in Section 9-105 of the UCC) of the Servicer for the benefit of the Program
Agent on behalf of the Secured Parties; and

     

    (j)           the
Receivables Sale Agreement shall be in full force and effect.

     

    Each
delivery of a Borrowing Notice to the Program Agent and the Administrative
Agents, and the acceptance by the Borrower of the Advance, shall constitute a
representation and warranty by the Borrower that, as of the date of such
Advance, both immediately before (except with respect to clause (f)
above) and after giving effect thereto and the application of the proceeds
thereof, the statements in the foregoing clauses (a) through
(j) above are
true and correct.

     

    ARTICLE
IV REPRESENTATIONS AND WARRANTIES

     

    SECTION
4.01.            Representations and
Warranties of the Borrower.  Except as otherwise specified
herein as being made only as of a specific date, the Borrower hereby represents
and warrants to the Program Agent, each Administrative Agent and the Lenders, as
of the date hereof and as of each day thereafter until the Final Collection
Date, as follows:

     

    (a)           Existence and
Power.  The Borrower is (i) a limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (ii) has all requisite corporate or limited
liability company power, and has all material governmental licenses,
authorizations, consents and approvals, necessary to own its property and carry
on its business as now being conducted; (iii) is qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary; and (iv) is properly licensed in each jurisdiction to the extent
required by the laws of such jurisdiction to own and pledge the Contracts in
accordance with the terms of this Agreement, except in the case of clauses (ii), (iii) and (iv), where the
failure to have such license, authorization, consent or approval or to be so
qualified could not reasonably be expected to have a material adverse effect on
the financial condition of the Borrower, the Secured Parties’ interest in the
Collateral, the collectability or enforceability of the Pledged Contracts
generally or any material portion of the Pledged Contracts, or the Borrower’s
ability to perform its obligations under this Agreement or the other Facility
Documents.

    


    
      
        
           


        

        
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    (b)           Power and Authority; Due
Authorization, Execution and Delivery.  As of each Borrowing
Date, the Borrower has all necessary corporate or limited liability company
power and authority to (i) execute and deliver this Agreement and each other
Facility Document to which it is a party, and to perform its obligations
hereunder and thereunder (ii) use the proceeds of Loans made hereunder, and
(iii) make a grant of a security interest in the Collateral to the Program Agent
on behalf of the Secured Parties on the terms and conditions herein
provided.  The Borrower’s (i) execution and delivery of this Agreement
and each other Facility Document to which it is a party, (ii) performance of its
obligations hereunder and thereunder, (iii) as of each Borrowing Date, use of
the proceeds of Loans made hereunder and (iv) the grant of a security interest
in the Collateral to the Program Agent on behalf of the Secured Parties on the
terms and conditions herein provided, have been duly authorized by all necessary
corporate action on the part of the Borrower; and this Agreement and each other
Facility Document to which the Borrower is a party has been duly and validly
executed and delivered by the Borrower.

     

    (c)           No
Conflict.  None of the execution and delivery by the Borrower
of this Agreement and each other Facility Document to which it is a party, nor
the performance of its obligations hereunder and thereunder will conflict with
or result in a breach of, or a default under, or require any consent under, (i)
its organizational documents, (ii) any law, rule or regulation applicable to it,
(iii) any agreement or instrument to which it is a party or by which it or any
of its property is bound or subject, or (iv) any order, writ, judgment,
injunction or decree of any court or Governmental Authority or agency binding on
or affecting it or its property, and will not result in or require the creation
or imposition of any Adverse Claim upon any of the revenues or assets of the
Borrower or its Subsidiaries (except as created hereunder); and no transaction
contemplated hereby requires compliance with any bulk sales act or similar
law.

     

    (d)           Governmental
Authorization.  As of each Borrowing Date, other than the
filing of the financing statements required hereunder, no authorizations,
approvals or consents of, and no notices to, or filings or registrations with,
any Governmental Authority or regulatory authority or agency (other than
informational filings) are necessary for the execution and delivery by the
Borrower of this Agreement and each other Facility Document to which it is a
party and the performance of its obligations hereunder and thereunder or for the
validity or enforceability hereof or thereof.

     

    (e)           Actions,
Suits.  There are not, in any court or before any arbitrator of
any kind or before or by any governmental body, any actions, suits or
proceedings pending or, to the Borrower’s knowledge, threatened against or
affecting the Borrower or any of its businesses or properties which (i) either
(A) name the Borrower as a defendant and is reasonably likely to result in
liability, costs and expenses for an amount that is greater than $500,000, or
(B) name the Borrower as a defendant and is for an amount that is greater than
$2,000,000, (ii) affect in any adverse manner the binding nature, validity or
enforceability of any Facility Document or (iii) could reasonably be expected to
have a Material Adverse Effect.  The Borrower is not in default with
respect to any order of any court, arbitrator or governmental body, which
default could reasonably be expected to have a Material Adverse
Effect.

    


    
      
        
           


        

        
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    (f)           Binding
Effect.  This Agreement and each other Facility Document to
which the Borrower is a party constitute the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their respective terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

     

    (g)           Accuracy of
Information.  All written information, exhibits or reports
furnished by the Borrower or any of its Affiliates to the Program Agent, any
Administrative Agent or the Lenders in connection with the negotiation of, or
compliance with, this Agreement (including any Servicer Report) or any of the
other Facility Documents are true and complete in all material respects on the
date when furnished and do not contain any material misstatement of fact or omit
to state a material fact or any fact necessary to make the statements contained
therein not materially misleading on the date furnished.

     

    (h)           Use of
Proceeds.  The Borrower is not engaged principally, or as one
of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying margin
stock, as defined in Regulation U promulgated by the Board of Governors of the
Federal Reserve System from time to time, and no part of the proceeds by the
Borrower of any Loan will be used to buy or carry any margin stock.

     

    (i)           Good
Title.  The Borrower is the legal and beneficial owner of the
Pledged Contracts, Related Security and the Collections related thereto
purchased by it under the Receivables Sale Agreement, free and clear of any
Adverse Claim, except such Adverse Claims created pursuant to the terms of the
Facility Documents and Permitted Liens.  There have been duly filed
all financing statements or other similar instruments or documents necessary
under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Borrower’s ownership interest in each Contract, the Related
Security, and the Collections related thereto.

     

    (j)           Perfection.  This
Agreement, together with the filing of the financing statements contemplated
hereby, is effective to, and shall transfer to the Program Agent for the benefit
of the Lenders (and the Program Agent for the benefit of the Lenders shall
acquire from the Borrower) a valid and perfected first priority security
interest in the Collateral and the proceeds thereof, free and clear of any
Adverse Claim, except such Adverse Claims created pursuant to the terms of the
Facility Documents and Permitted Liens.  There have been duly filed
all financing statements or other similar instruments or documents necessary
under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Program Agent’s (for the benefit of the Secured Parties) security
interest in the Collateral and other than the filings permitted under this clause (j), no other
consensual filings of financing statements have been made against the
Borrower.  The Borrower has taken, or caused the applicable Seller to
take, all steps necessary to perfect its purchase of such Contract from the
Franchisee under all applicable law, including that the applicable Seller has
taken “control” of any related electronic chattel paper as defined in 9-105 of
the applicable UCC.

    


    
      
        
           


        

        
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    (k)           Jurisdiction of
Organization; Places of Business and Locations of Records.  The
jurisdiction of organization, principal places of business and chief executive
office of the Borrower and the offices where it keeps all of its Records are
located at the address(es) listed on Exhibit D or such
other locations of which the Program Agent has been notified in accordance with
Section 5.02(a)
in jurisdictions where all action required by Section 5.01(h) has
been taken and completed.  The Borrower’s organizational number
assigned to it by its jurisdiction of organization and the Borrower’s Federal
Employer Identification Number are correctly set forth on Exhibit
D.  The Borrower has not, within a period of one year prior to
the date hereof, (i) changed the location of its principal place of business or
chief executive office or its organizational structure, (ii) changed its legal
name, (iii) changed its “location” (within the meaning of Section 9-307 of the
UCC as in effect in all applicable jurisdictions), (iv) become a “new debtor”
(as defined in Section 9-102(a)(56) of the UCC as in effect in all applicable
jurisdictions) with respect to a currently effective security agreement
previously entered into by any other Person, or (v) changed its jurisdiction of
organization.  The Borrower is a Delaware limited liability company
and is a “registered organization” (within the meaning of Section 9-102 of the
UCC as in effect in the State of Delaware).

     

    (l)           Collections.  The
conditions and requirements set forth in Sections 5.01(j) and
6.06 have at
all times been satisfied and duly performed by the Borrower.  The
Borrower has taken all steps necessary to ensure that the Program Agent has
“control” (within the meaning of Section 8-106(d) of the UCC of all applicable
jurisdictions) over the Collection Account and that the Collection Account is
not subject to any Adverse Claim other than Permitted Liens and Adverse Claims
in favor of the Secured Parties hereunder.

     

    (m)           Material Adverse
Effect.  As of each Borrowing Date, since the date of its
formation, no event has occurred that would have a material adverse effect on
(i) the financial condition or operations of the Borrower, (ii) the ability of
the Borrower to perform its obligations under the Facility Documents, or (iii)
the collectability of the Contracts generally or any material portion of the
Contracts.

     

    (n)           Names.  The
Borrower has not used any corporate or other names, trade names or assumed names
other than the name in which it has executed this Agreement.

     

    (o)           Ownership of the
Borrower.  Snap-on Credit owns, directly or indirectly, 100% of
the issued and outstanding membership interest of the Borrower.  Such
capital stock is validly issued, fully paid and nonassessable, and there are no
options, warrants or other rights to acquire securities of the
Borrower.

     

    (p)           Investment Company
Act.  The Borrower is not, and after giving effect to the
transactions contemplated hereby, will not be required to register as, an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended, or any successor statute.

     

    (q)           Compliance with
Law.  The Borrower has complied in all material respects with
all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of its businesses or the ownership of its property
(including, without limitation, laws, rules and regulations relating to truth in
lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy), except where the failure to so
comply with any of the foregoing could not reasonably be expected to have a
material adverse effect on the financial condition of the Borrower, the Secured
Parties’ interest in the Collateral generally, the collectability or
enforceability of the Contracts generally or any material portion of the
Contracts, or the Borrower’s ability to perform its obligations under this
Agreement or the other Facility Documents.

    


    
      
        
           


        

        
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    (r)           Compliance with the
Contracts and the Credit and Collection Policy.  The Borrower
has (i) fully performed and complied in all material respects with all
provisions, covenants and other promises required to be observed by it under the
Contracts pledged hereunder as Collateral and (ii) complied (and has at all
times instructed the Servicer to comply) in all material respects with the
Credit and Collection Policy with regard to each such Contract.

     

    (s)           Payments to Snap-on Credit.  As
of each  Borrowing Date, with respect to each Contract transferred to
the Borrower under the Receivables Sale Agreement, (i) the Borrower has given
reasonably equivalent value to the applicable Seller in consideration therefor
and such transfer was not made for or on account of an antecedent debt and (ii)
such Contract was purchased by the Borrower in full compliance with the terms of
the Receivables Sale Agreement.  No transfer of any Contract under the
Receivables Sale Agreement is or may be voidable under any section of the
Bankruptcy Code.

     

    (t)           Eligible
Contracts.  Each Contract included in the Collateral is an
Eligible Contract at any such date of determination (including as such
eligibility may be tested and retested on the dates described in the definition
of Eligible Contract).  On the applicable Borrowing Date, each of the
representations and warranties made in Sections 4.01(l),
(m), (n) and (o), Section 4.02(d) and
Section 4.03 of
the Receivables Sale Agreement is hereunder made by the Borrower.

     

    (u)           Accounting.  As
of each Borrowing Date, the Borrower shall treat the transactions contemplated
by the Receivables Sale Agreement as a sale or capital contribution for all
purposes, although the Borrower acknowledges that the consolidated financial
statements of the Sellers and the Borrower shall be prepared in accordance with
GAAP and, as a result of the consolidation required by GAAP, the transfers will
be reflected as a financing by the Sellers, in its consolidated financial
statements; provided, however, that (i)
appropriate notations shall be made in any such consolidated financial
statements (or in the accompanying notes) to indicate that the Borrower is a
separate legal entity from each Seller and to indicate that the Borrower’s
assets and credit are not available to satisfy the debts and obligations of any
Seller, (ii) such assets shall also be listed separately on any balance sheet of
the Borrower prepared on a stand alone basis, and (iii) following the occurrence
of any Insolvency Event in respect of any Seller, the Contracts and other
Contract Assets purportedly conveyed to the Borrower pursuant to the Receivables
Sale Agreement would not constitute part of such Seller’s, as the case may be,
estate in bankruptcy.

     

    (v)           Borrowing
Notice.  With respect to each Borrowing Date, the information
regarding the Contracts as set forth in the Borrowing Notice is true and correct
as of the applicable Borrowing Date.

    


    
      
        
           


        

        
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    (w)           Contract
Schedule.  Each Contract Schedule delivered to the Borrower
under the Receivables Sale Agreement is true, accurate and complete in all
material respects as of the date delivered.

     

    (x)           Receivables Sale
Agreement.  The Receivables Sale Agreement is the only
agreement pursuant to which the Borrower purchases the Collateral pledged
hereunder, and this Agreement and the Receivables Sale Agreement represent all
agreements between the Sellers, on the one hand and the Borrower, on the other
hand, relating to the conveyance by any applicable Seller, as the case may be,
to the Borrower of any Contracts or Contract Assets or the provision by Snap-on
Credit of collection services in respect thereof (it being understood that the
Borrower may be required to repurchase Contracts from time to time conveyed by
it in connection with a Take-out Securitization in accordance with limited
recourse obligations of the type described in Section
5.01(i)(xii)).  Upon the sale of each Contract and Related
Security pursuant to the Receivables Sale Agreement, the Borrower shall be the
lawful owner of, and have good title to, such Collateral, free and clear of any
Adverse Claim (except for Permitted Liens).

     

    (y)           Ordinary
Course.  The remittance of Collections by or on behalf of the
Borrower to the Lenders under this Loan Agreement will have been (i) in payment
of a debt incurred by the Borrower in the ordinary course of financial affairs
of the Borrower and (ii) made in the ordinary course of business or financial
affairs of the Borrower.

     

    (z)           [Reserved].

     

    (aa)         Solvency.  The
Borrower is Solvent and will not be rendered insolvent by the transactions
contemplated by the Facility Documents.

     

    (bb)        Marking
Records.  The Borrower has caused, or shall instruct the
Servicer to cause, the portions of the Computer Files in possession by, or on
behalf of, the Servicer and subject to this Agreement to be clearly and
unambiguously marked with a legend, reasonably acceptable to the Administrative
Agents, to indicate that each Pledged Contract constitutes part of the
Collateral.  Such marking shall be in a form which can be readily
deciphered by any Person reading such Computer Files.

     

    (cc)         [Reserved].

     

    (dd)        No Fraudulent
Conveyance.  As of each Borrowing Date, the Borrower is not in
default under any material obligation to pay money to any Person.  The
Borrower is not contemplating the commencement of insolvency, bankruptcy,
liquidation or consolidation proceedings or the appointment of a receiver,
liquidator, conservator, trustee or similar official in respect of the Borrower
or any of its assets.  The Borrower is not transferring any Collateral
with any intent to hinder, delay or defraud any of its creditors.  The
Borrower will not use the proceeds from the transactions contemplated by this
Agreement to give any preference to any creditor or class of
creditors.

     

    SECTION
4.02.            Representations and
Warranties of the Servicer.  Except as otherwise specified
herein as being made only as of a specific date, the Servicer, in its capacity
as such, hereby represents and warrants to the Borrower, the Program Agent, each
Administrative Agent and the Lenders, as of the date hereof and as of each day
thereafter until the Final Collection Date, as follows:

    


    
      
        
           


        

        
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    (a)           Existence and
Power.  The Servicer is (i) a limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (ii) has all requisite corporate or limited
liability company power, and has all material governmental licenses,
authorizations, consents and approvals, necessary to own its property and carry
on its business as now being conducted; (iii) is qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which the nature of the business conducted by it makes such qualification
necessary other than such jurisdictions where failure so to qualify would not
have a Material Adverse Effect, and (iv) is properly licensed in each
jurisdiction to the extent required by the laws of such jurisdiction to service
the Pledged Contracts in accordance with the terms of this Agreement, except in
the case of clauses
(ii), (iii)
and (iv), where the
failure to have such license, authorization, consent or approval would not have
a Material Adverse Effect.

     

    (b)           Power and Authority; Due
Authorization, Execution and Delivery.  As of each Borrowing
Date, the Servicer has all necessary corporate or limited liability company
power and authority to execute and deliver this Agreement and each other
Facility Document to which it is a party, and to perform its obligations
hereunder and thereunder.  The execution and delivery by the Servicer
of this Agreement and each other Facility Document to which it is a party, and
the performance of its obligations hereunder and thereunder, have been duly
authorized by all necessary corporate or limited liability company action on the
part of the Servicer; and this Agreement and each other Facility Document to
which the Servicer is a party has been duly and validly executed and delivered
by the Servicer.

     

    (c)           No
Conflict.  None of the execution and delivery by the Servicer
of this Agreement and each other Facility Document to which it is a party, nor
the performance of its obligations hereunder and thereunder will conflict with
or result in a breach of, or a default under, or require any consent under, (i)
its organizational documents, (ii) any law, rule or regulation applicable to it,
(iii) any agreement or instrument to which it is a party or by which it or any
of its property is bound or subject, or (iv) any order, writ, judgment,
injunction or decree of any court or Governmental Authority or agency binding on
or affecting it or its property, and will not result in or require the creation
or imposition of any Adverse Claim upon any of the revenues or assets of the
Servicer or its Subsidiaries (except as created hereunder).

     

    (d)           Governmental
Authorization.  As of each Borrowing Date, other than the
filing of the financing statements required hereunder, no authorizations,
approvals or consents of, and no notices to, or filings or registrations with,
any Governmental Authority or regulatory authority or agency (other than
informational filings) are necessary for the execution and delivery by the
Servicer of this Agreement and each other Facility Document to which it is a
party and the performance of its obligations hereunder and thereunder or for the
validity or enforceability hereof or thereof.

    


    
      
        
           


        

        
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    (e)           Actions,
Suits.  There are not, in any court or before any arbitrator of
any kind or before or by any governmental body, any actions, suits or
proceedings pending or, to the Servicer’s knowledge, threatened against or
affecting the Servicer or any of its respective businesses or properties which
name the Servicer as a defendant and (i) affect in any adverse manner the
binding nature, validity or enforceability of any Facility Document or (ii)
could reasonably be expected to have a Material Adverse
Effect.  Unless otherwise disclosed in any annual report on Form 10-K,
quarterly report on Form 10-Q or current report on Form 8-K filed with the
Securities and Exchange Commission no later than 30 days prior to the Closing
Date, the Servicer is not in default with respect to any order of any court,
arbitrator or governmental body, which default could reasonably be expected to
have a Material Adverse Effect.

     

    (f)           Binding
Effect.  This Agreement and each other Facility Document to
which the Servicer is a party constitute the legal, valid and binding
obligations of the Servicer enforceable against the Servicer in accordance with
their respective terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or
limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

     

    (g)           Accuracy of
Information.  All written information, exhibits or reports
furnished by the Servicer or any of its Affiliates to the Program Agent, any
Administrative Agent or the Lenders in connection with the negotiation of, or
compliance with, this Agreement (including any Servicer Report) or any of the
other Facility Documents are true and complete in all material respects on the
date furnished and do not contain any material misstatement of fact or omit to
state a material fact or any fact necessary to make the statements contained
therein not materially misleading on the date furnished.

     

    (h)           Collections.  The
conditions and requirements set forth in Sections 5.03(g) and 6.06 have at all
times been satisfied and duly performed by the Servicer.  The Servicer
has assisted the Borrower in the Borrower taking all steps necessary to ensure
that the Program Agent has “control” (within the meaning of Section 8-106(d) of
the UCC of all applicable jurisdictions) over the Collection Account and that
the Collection Account is not subject to any Adverse Claim other than Permitted
Liens and Adverse Claims in favor of the Secured Parties hereunder.

     

    (i)           Material Adverse
Effect.  As of each Borrowing Date, since December 31,
2009, no event has occurred that (i) would have a material adverse effect on the
financial condition or operations of the Servicer and its Subsidiaries, taken as
a whole, or (ii) would have a material adverse effect on the ability of the
Servicer to perform its obligations under this Agreement or any other Facility
Document to which it is a party (excluding changes or effects as disclosed in
any annual report on Form 10-K, quarterly report on Form 10-Q or current report
on Form 8-K filed with the  Securities and Exchange Commission no
later than 30 days prior to the Closing Date).

     

    (j)           Ownership of the
Borrower.  Snap-on Credit owns, directly or indirectly, 100% of
the issued and outstanding membership interest of the Borrower, free and clear
of any Adverse Claim.  Such capital stock is validly issued, fully
paid and nonassessable, and there are no options, warrants or other rights to
acquire securities of the Borrower.

     

    (k)           Investment Company
Act.  The Servicer is not, and after giving effect to the
transactions contemplated hereby, will not be required to register as, an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended, or any successor statute.

    


    
      
        
           


        

        
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    (l)           Compliance with
Law.  The Servicer has complied in all material respects with
all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of its businesses or the ownership of its
property, except for any failure to comply with any of the foregoing that could
not reasonably be expected to have a Material Adverse Effect.

     

    (m)           Compliance with the Credit
and Collection Policy.  The Servicer has complied in all
material respects with the Credit and Collection Policy with regard to each
Pledged Contract.

     

    (n)           ERISA.  Snap-on
Credit and any other Person which is under common control (within the meaning of
Section 414(b) or (c) of the IRC) with Snap-on Credit have fulfilled their
obligations (if any) under the minimum funding standards of ERISA and the IRC
for each ERISA Plan in compliance in all material respects with the currently
applicable provisions of ERISA and the IRC and have not incurred any material
liability to the PBGC or an ERISA Plan under Title IV of ERISA (other than
liability for premiums due in the ordinary course).  Assuming that the
credit extended hereby does not involve the assets of any employee benefit plan
subject to ERISA or any plan subject to Section 4975 of the IRC, neither the
execution of this Agreement nor the consummation of the transactions
contemplated hereby will involve a Prohibited Transaction.

     

    (o)           Taxes.  The
Servicer has filed or caused to be filed all Federal, state and local tax
returns which are required to be filed by it, if any, and has paid or caused to
be paid all taxes and assessments, prior to the same becoming delinquent, other
than any taxes or assessments the validity of which are being contested in good
faith by appropriate proceedings or for which the non-payment or non-filing of
the same would not have a Material Adverse Effect.

     

    (p)           Solvency.  The
Servicer is Solvent and will not be rendered insolvent by the transactions
contemplated by the Facility Documents.

     

    (q)           Marking
Records.  As of each Borrowing Date, the Servicer has caused,
or will cause, the portions of the Computer Files in its possession and subject
to this Agreement to be clearly and unambiguously marked with a legend,
reasonably acceptable to the Administrative Agents, to indicate that each
Pledged Contract constitutes part of the Collateral.  Such marking
shall be in a form which can be readily deciphered by any Person reading such
Computer Files.

     

    (r)           Chattel
Paper.  The Servicer, as an agent of the Borrower, and to the
extent allowed by law, has in its possession all originals or authoritative
copies of the tangible records constituting or forming a part of the
Collateral.  The Servicer shall at all times maintain control, as
defined in Section 9-105 of the UCC, of all electronic chattel
paper.  The Contract Files that constitute or evidence the Collateral
do not have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed by any Seller to any Person other than the
Borrower.  All financing statements filed or to be filed against the
Borrower in favor of the Program Agent, on behalf of the Secured Parties, in
connection herewith describing the Collateral contain a statement to the
following effect:  “A purchase of or security interest in any
collateral described in this financing statement, except as permitted in the
Receivables Sale Agreement or in the Loan and Servicing Agreement, will violate
the rights of the Secured Party.”

    


    
      
        
           


        

        
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    SECTION
4.03.            Financial Institution
Representations and Warranties.  Each Committed Lender hereby
represents and warrants to its Administrative Agent and the Conduit Lenders in
its Lender Group that:

     

    (a)           Existence and
Power.  Such Committed Lender is a corporation or a banking
association duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization, and has all corporate
power to perform its obligations hereunder.

     

    (b)           No
Conflict.  The execution and delivery by such Committed Lender
of this Agreement and the performance of its obligations hereunder are within
its corporate powers, have been duly authorized by all necessary corporate
action, do not contravene or violate (i) its certificate or articles of
incorporation or association or by-laws, (ii) any law, rule or regulation
applicable to it, (iii) any restrictions under any agreement, contract or
instrument to which it is a party or any of its property is bound, or (iv) any
order, writ, judgment, award, injunction or decree binding on or affecting it or
its property, and do not result in the creation or imposition of any Adverse
Claim on its assets.  This Agreement has been duly authorized,
executed and delivered by such Committed Lender.

     

    (c)           Governmental
Authorization.  No authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority or regulatory
body is required for the due execution and delivery by such financial
institution of this Agreement and the performance of its obligations
hereunder.

     

    (d)           Binding
Effect.  This Agreement constitutes the legal, valid and
binding obligation of such Committed Lender enforceable against such Committed
Lender in accordance with its terms, except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws
relating to or limiting creditors’ rights generally and by general principles of
equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law).

     

    ARTICLE
V  GENERAL COVENANTS

     

    SECTION
5.01.            Affirmative Covenants of the
Borrower.  Until the date on which the Borrower Obligations
have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, the Borrower hereby covenants as set forth below:

     

    (a)           Reporting.  The
Borrower will maintain a system of accounting sufficient to enable financial
statements to be prepared in accordance with GAAP, and furnish or cause to be
furnished to each Administrative Agent:

     

    (i)           Annual
Report.  As soon as available and in any event no later than
the date which is the one hundred twenty (120) days after the end of each
calendar year, (A) a copy of the balance sheet of Borrower as of the end of such
year and (B) a copy of the statements of income of Borrower for such year; and
together with a certificate of an officer of the Borrower certifying that the
reports delivered in accordance with subclauses (A) and
(B) above have
been prepared in accordance with GAAP.

    


    
      
        
           


        

        
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    (ii)           Quarterly
Report.  As soon as available and in any event no later than
the date which is sixty (60) days after the end of each of the first three
quarters of each calendar year, (A) a copy of the consolidated balance sheet of
Borrower as of the end of such quarter, and (B) a copy of the statements of
income of Borrower for the period commencing at the end of the previous fiscal
year and ending with the end of such quarter, duly certified by an officer of
Borrower as having been prepared in accordance with GAAP.

     

    (iii)           Copies of
Notices.  Promptly upon its receipt of any notice, request for
consent, financial statements, certification, report or other communication
under or in connection with any Facility Document from any Person that is a
party thereto, copies of the same; provided that in the
case of oral communications, notice thereof is required to be given only when
such communication relates to the occurrence of any breach, default or other
material event under or in connection with a Facility Document.

     

    (iv)           Change in the Credit and
Collection Policy.  At least fifteen (15) days prior to the
effectiveness of any material change in or material amendment to the Credit and
Collection Policy that relates to or otherwise affects a Covered Contract which
is also a Pledged Contract, or at least five (5) days prior to the effectiveness
of any material change in or material amendment to the Credit and Collection
Policy that relates to or otherwise affects the Covered Contracts, a copy of the
Credit and Collection Policy then in effect and a notice (1) indicating such
change or amendment, and (2) if such proposed change or amendment would also be
reasonably likely to adversely affect the origination or collectability of the
Covered Contracts generally, requesting the Program Agent’s consent
thereto.

     

    (v)           Other
Information.  Promptly, from time to time, such other
information, documents, records or reports relating to the Contracts or the
condition or operations, financial or otherwise, of the Borrower as any
Administrative Agent may from time to time reasonably request in order to
protect the interests of the Program Agent, the Administrative Agents and the
Lenders under or as contemplated by this Agreement.

     

    (b)          Notices.  The
Borrower will notify the Program Agent in writing of any of the following
promptly upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken with respect thereto:

     

    (i)           Events of Termination,
Incipient Events of Termination, Early Amortization Event or Servicer
Termination Event.  By the statement of an Authorized Officer
of the Borrower (A) the occurrence of each Event of Termination, (B) the
occurrence of each Incipient Event of Termination, (C) the occurrence of each
Early Amortization Event, and (D) the occurrence of each Servicer Termination
Event.

    


    
      
        
           


        

        
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    (ii)           Judgment and
Proceedings.  (A) The entry of any judgment or decree or the
institution of any litigation, arbitration proceeding, investigation or
governmental proceeding against the Borrower and (B) any material adverse
development in any previously disclosed litigation, arbitration proceeding,
investigation or governmental proceeding.

     

    (iii)           Material Adverse
Effect.  The occurrence of any event or condition that has had,
or could reasonably be expected to have, a Material Adverse Effect.

     

    (iv)           Defaults Under Other
Agreements.  The occurrence of (A) any “event of default” or
“default” or other event of which the Borrower has knowledge which, with the
giving of notice or the passage of time or both, would constitute an “event of
default” or a “default” under any financing arrangement in excess of $50,000,000
pursuant to which the Servicer is a debtor or an obligor, (B) the creation of
any Adverse Claim (other than Permitted Liens) on, or the occurrence of any
event which, with the giving of notice or passage of time or both, would result
in, or with further action by any third party would result in, the creation of
any Adverse Claim (other than Permitted Liens) on the Pledged Contracts, the
Related Security or the Collections pursuant to any indenture, agreement,
instrument or filing, or (C) any “default” or “event of default” or other event
of which the Borrower has knowledge which with the giving of notice or passage
of time or both would constitute a “default” or “event of default” under any
other financing arrangement pursuant to which the Borrower is a debtor or an
obligor.

     

    (c)           Compliance with Laws and
Preservation of Corporate Existence.

     

    (i)           The
Borrower will comply in all material respects with the requirements of all
applicable statutes, rules, regulations, orders, and restrictions of any
domestic or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of its business or the ownership of its property,
except where the failure to so comply with any of the foregoing could not
reasonably be expected to have a material adverse effect on the financial
condition of the Borrower, the Secured Parties’ interest in the Collateral, the
collectability or enforceability of the Contracts generally or any material
portion of the Contracts, or the Borrower’s ability to perform its obligations
under this Agreement or the other Facility Documents.

     

    (ii)           The
Borrower (A) will preserve and maintain its corporate existence, rights,
franchises and privileges in the jurisdiction of its organization and (B) will
qualify and remain qualified in good standing as a foreign entity in each
jurisdiction where its business is conducted, except, in each case, where the
failure to so preserve, maintain and qualify could not reasonably be expected to
have a material adverse effect on the financial condition of the Borrower, the
Secured Parties’ interest in the Collateral, the collectability or
enforceability of the Contracts generally or a material portion of the
Contracts, or the Borrower’s ability to perform its obligations under this
Agreement or the other Facility Documents.

    


    
      
        
           


        

        
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    (d)           Audits.  The
Borrower will furnish to each Administrative Agent from time to time such
information with respect to it and the Pledged Contracts as such Administrative
Agent may reasonably request.  The Borrower will from time to time
during regular business hours upon reasonable prior written notice (A) permit
each Administrative Agent, or its agents or representatives, at the sole cost of
the Borrower, to (i) examine and make copies of abstracts from all Records in
the possession or under the control of such Person relating to the Pledged
Contracts and the Related Security and (ii) visit the offices and properties of
such Person for the purpose of examining such materials described in clause (i) above, and
to discuss matters relating to such Person’s financial condition or the Pledged
Contracts and the Related Security or any Person’s performance under any of the
Facility Documents or any Person’s performance under the Pledged Contracts, in
each case, with any of the Authorized Officers of the Borrower having knowledge
of such matters (the activities referred to in the preceding clauses (i) and (ii), collectively,
an “Audit”);
provided, however, that with respect to this clause (A), the
Borrower shall not be responsible for the costs of more than one (1) such Audit
performed during any calendar year in respect of the Borrower under this Section 5.01(d)(A)
and the Servicer under Section 5.03(d)(A)
or under Section 7.02 of
the Receivables Sale Agreement on a combined basis, so long as no Event of
Termination has occurred and is continuing; provided, further,  that
with respect to clause
(A) following the occurrence and during the continuation of an Event of
Termination, all such Audits shall be at the expense of the Borrower and (B)
without limiting the provisions of clause (A) above,
permit certified public accountants or other auditors reasonably acceptable to
the related Administrative Agent (which may include the current auditors of the
Borrower) to conduct an Audit; provided, however, that with
respect to clause
(B) each Administrative Agent shall perform no more than two Audits in
any calendar year; provided further,
that with respect to clause (B), the
Borrower will not be responsible for the costs of more than one (1) Audit
performed during any calendar year in respect of the Borrower under this Section 5.01(d) and
in respect of the Servicer under Section 5.03(d)(B) or
under Section 7.02 of
the Receivables Sale Agreement on a combined basis so long as no Event of
Termination has occurred and is continuing; provided further,
that with respect to clause (B) following
the occurrence and during the continuation of an Event of Termination, the two
Audits per calendar year limitation shall be inapplicable and all such audits
shall be at the expense of the Borrower.  The Administrative Agents
shall make reasonable efforts to coordinate Audits.

     

    (e)           Keeping and Marking of
Records and Books.  The Borrower will (i) on or prior to the
date hereof, mark the portions of the Computer Files in its possession or in
possession by, or on behalf of, the Servicer, with a legend, reasonably
acceptable to the Administrative Agents, to indicate that each Pledged Contract
constitutes part of the Collateral, and (ii) upon the request of any
Administrative Agent after the occurrence and during the continuation of an
Event of Termination (A) mark each Pledged Contract with a legend describing the
interests of the Program Agent and the Secured Parties therein and (B) deliver
to the Program Agent all Records (including, without limitation, all
multiple originals and any electronic copies of any such Pledged Contract)
relating to the Pledged Contracts.

     

    (f)           Compliance with Contracts
and Credit and Collection Policy.  The Borrower will (and will
exercise its contractual rights to cause the Servicer to) timely (i) fully
perform and comply with all provisions, covenants and other promises required to
be observed by it under the Contracts, and (ii) comply in all material respects
with the Credit and Collection Policy in regard to each Contract.

    


    
      
        
           


        

        
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    (g)           Performance and Enforcement
of Receivables
Sale Agreement.  The Borrower will, and will exercise its
contractual rights to require any applicable Seller to perform each of their
respective obligations and undertakings under and pursuant to the Receivables
Sale Agreement and will vigorously enforce the rights and remedies accorded to
the Borrower under the Receivables Sale Agreement, including making prompt
demands for payment and reimbursement under Articles VI and VII
thereof.  The Borrower will take all actions to perfect and enforce
its rights and interests (and the rights and interests of the Program Agent and
the Lenders as set forth herein) under the Receivables Sale Agreement, as any
Administrative Agent may from time to time reasonably request, including,
without limitation, making claims to which it may be entitled under any
indemnity, reimbursement or similar provision contained in the Receivables Sale
Agreement.

     

    (h)           Ownership.  The
Borrower will take all necessary action to (i) vest legal and equitable title to
the Contracts, the Related Security and the Collections purchased under the
Receivables Sale Agreement irrevocably in the Borrower, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Program Agent and the
Secured Parties and Permitted Liens (including, without limitation, the filing
of all financing statements or other similar instruments or documents necessary
under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Borrower’s interest in such Contracts, Related Security and
Collections, the prompt termination of any non-consensual financing statements
that describe any interest in the Collateral, and such other action to perfect,
protect or more fully evidence the interest of the Borrower therein as the
Program Agent or any Administrative Agent may reasonably request), and (ii)
establish and maintain, in favor of the Program Agent, for the benefit of the
Secured Parties, a valid and perfected first priority security interest in all
Contracts, Related Security and Collections to the full extent contemplated
herein, free and clear of any Adverse Claims other than Adverse Claims in favor
of the Program Agent for the benefit of the Secured Parties and Permitted Liens
(including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law)
of all appropriate jurisdictions to perfect the Program Agent’s (for the benefit
of the Secured Parties) interest in such Contracts, Related Security and
Collections, the prompt termination of any non-consensual financing statements
that describe any interest in the Collateral, and such other action to perfect,
protect or more fully evidence the interest of the Program Agent for the benefit
of the Secured Parties as the Program Agent or any Administrative Agent may
reasonably request).  The Borrower will, or will cause the applicable
Seller to, take all steps to maintain its perfected security interest in the
Pledged Contracts from the applicable Franchisee in accordance with all
applicable law, including that the applicable Seller has taken “control” of any
related electronic chattel paper as defined in 9-105 of the applicable
UCC.

     

    (i)           Lenders’
Reliance.  The Borrower acknowledges that the Lenders are
entering into the transactions contemplated by this Agreement in reliance upon
the Borrower’s identity as a legal entity that is separate from each Related
Entity.  Therefore, from and after the date of execution and delivery
of this Agreement, the Borrower shall take all reasonable steps, including,
without limitation, all steps that the Program Agent, any Administrative Agent
or any Lender may from time to time reasonably request, to maintain the
Borrower’s identity as a separate legal entity and to make it manifest to third
parties that the Borrower is an entity with assets and liabilities distinct from
those of each Related Entity and not just a division of any Related
Entity.  Without limiting the generality of the foregoing and in
addition to the other covenants set forth herein, the Borrower
will:

    


    
      
        
           


        

        
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    (i)           comply
with the provisions of Sections 5(c), 7, 8, 9(j) and 10 of its Operating
Agreement and comply in all material respects with respect to all other
provisions of its Operating Agreement, in each case, as in effect on the date
hereof;

     

    (ii)           require
that all full-time employees of the Borrower, if any, identify themselves as
such and not as employees of any Related Entity (including, without limitation,
by means of providing appropriate employees with business or identification
cards identifying such employees as the Borrower’s employees);

     

    (iii)           maintain
a separate office for the operation of its business and clearly identify its
offices (by signage or otherwise) as its offices;

     

    (iv)           conduct
all transactions with each Related Entity and the Servicer and their respective
Affiliates (including, without limitation, any delegation of its obligations
hereunder as the Servicer, the declaration and payment of dividends and
distributions and the performance of any Take-Out Securitization but excluding
the financing of an “add-on contract” as described in Section 5.01(o))
strictly on an arm’s-length basis, allocate all overhead expenses (including,
without limitation, telephone and other utility charges and insurance coverage)
for items shared between, or centrally acquired for the benefit of, the Borrower
and any Related Entity on the basis of actual use to the extent practicable and,
to the extent such allocation is not practicable, on a basis reasonably related
to actual use or benefit;

     

    (v)           observe
all corporate formalities material to its separateness as a distinct entity, and
ensure that all corporate actions relating to (A) the dissolution or liquidation
of the Borrower or (B) the initiation of, participation in, acquiescence in or
consent to any bankruptcy, insolvency, reorganization or similar proceeding of
the Borrower, are duly authorized by unanimous vote of its Members (including
any Special Members);

     

    (vi)           maintain
its organizational documents in conformity with this Agreement, such that it
does not amend, restate, supplement or otherwise modify its organizational
documents in any respect that would impair its ability to comply with the terms
or provisions of any of the Facility Documents, including, without limitation,
Section 5.01(i)
of this Agreement;

     

    (vii)           from
and after the Effective Date, maintain the effectiveness of, and continue to
perform under the Receivables Sale Agreement, such that it does not amend,
restate, supplement, cancel, terminate or otherwise modify the Receivables Sale
Agreement, or give any consent, waiver, directive or approval thereunder or
waive any default, action, omission or breach under the Receivables Sale
Agreement or otherwise grant any indulgence thereunder, without (in each case)
the prior written consent of each Administrative Agent;

    


    
      
        
           


        

        
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    (viii)       not
merge or consolidate with or into, or convey, transfer, lease or otherwise
dispose of (whether in one transaction or in a series of transactions, and
except as otherwise contemplated herein) all or substantially all of its assets
(whether now owned or hereafter acquired) to, or acquire all or substantially
all of the assets of, any Person, nor at any time create, have, acquire,
maintain or hold any interest in any Subsidiary;

     

    (ix)          take
such other actions as are necessary on its part to ensure that the facts and
assumptions set forth in the opinion issued by Foley & Lardner LLP, as
counsel for the Borrower, in connection with the closing or the borrowing under
this Agreement, relating to substantive consolidation issues and material to the
conclusions expressed thereunder, and in the certificates accompanying such
opinion, remain true and correct in all material respects at all
times;

     

    (x)          at
all times maintain at least one independent manager who (w) is not currently and
has not been during the five years preceding the Closing Date an officer,
director or employee of an Affiliate of the Borrower (other than another special
purpose entity) or any Transaction Party, (x) is not a current or former officer
or employee of the Borrower, (y) is not a stockholder of any Transaction Party
or any of their respective Affiliates and (z) (A) has prior experience as an
independent director for a corporation or limited liability company whose
charter documents required the unanimous consent of all independent directors
thereof before such corporation or limited liability company could consent to
the institution of bankruptcy or insolvency proceedings against it or could file
a petition seeking relief under any applicable federal or state law relating to
bankruptcy and (B) is a member of a nationally recognized management
company;

     

    (xi)          not,
and since its formation has not, conducted any business other than the purchase
of the Conveyed Contracts from the Sellers under the Receivables Sale Agreement,
the pledge and assignment of the Collateral under this Agreement, and such other
activities as are contemplated in this Agreement or that are incidental to the
foregoing (including, without limitation, the consummation of the transactions
contemplated by any Facility Document).  The Facility Documents are
and shall be the only agreements to which the Borrower has been and shall be a
party other than its organization documents, intercompany service agreements and
certain other agreements permitted or contemplated hereunder (including Section 4.01(x)
and clause (xii)
below); and

     

    (xii)      
  have no and has no Indebtedness, other than (i) Indebtedness
incurred under the terms of this Agreement and the other Facility Documents
(including, without limitation, in connection with refinanced “add-on”
Contracts), (ii) limited recourse obligations as may arise from time to time in
connection with a Take-Out Securitization by reason of representations,
warranties and other provisions required to be made by the Borrower and which
are consistent with representations, warranties and other provisions
conventionally made or agreed to by a transferor in an arm’s length “true sale”
transaction, (iii) Hedge Agreements permitted under the terms of this Agreement
and (iv) other Indebtedness not constituting obligations for borrowed money in
an aggregate amount up to $12,500 at any one time outstanding.

    


    
      
        
           


        

        
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    (j)         
  Collections.  The
Borrower will cause (i) the Sellers to remit all Collections to the extent
received (or required to the extent of any limited repurchase or recourse
provisions as expressly provided in the Facility Documents) to the Collection
Account as provided in Section 2.08(a), and
(ii) the Collection Account to be subject at all times on and after the
Effective Date to the Control Agreement.  In the event any payments
relating to Pledged Contracts are remitted directly to the Borrower or any
Affiliate of the Borrower, the Borrower will remit (or will cause all such
payments to be remitted) to the Collection Account as contemplated in Section
2.08(a).  The Borrower shall take all steps necessary to ensure
that the Program Agent has “control” (within the meaning of the UCC of all
applicable jurisdictions) over the Collection Account and that the Collection
Account is not subject to any Adverse Claim other than Permitted Liens and
Adverse Claims in favor of the Secured Parties hereunder.

     

    (k)           Taxes.  The
Borrower has and will file all Federal, state and local tax returns required by
law to be filed by it and will promptly pay and discharge, before the same shall
become delinquent, all taxes and assessments imposed upon it or upon its
property, except any such taxes or assessments that are being contested in good
faith by appropriate proceedings.  The Borrower will pay before the
same become delinquent any taxes payable by it in connection with the
Contracts.

     

    (l)        
   Insurance.  The
Borrower will ensure it is covered, with responsible insurance companies, by
insurance against at least such risks and in at least such amounts as is
customarily maintained by similar businesses, or as may be required by any
applicable law, rule or regulation, any governmental approval, or any order,
writ, injunction or decree of any court or Governmental Authority or
agency.

     

    (m)           Certain Security
Entitlements.  The Borrower will take all steps necessary to
ensure that no “security entitlement” (within the meaning of Section
8-102(a)(17) of the UCC of all applicable jurisdictions) (i) that is subject to
federal regulations governing security entitlements maintained on the books of a
federal reserve bank (including, without limitation, Treasury securities subject
to 31 C.F.R. Part 357), or (ii) where the underlying security (within the
meaning of Section 8-102(a)(15) of the UCC of all applicable
jurisdictions)  or other financial asset (within the meaning of
Section 8-102(a)(9) of the UCC of all applicable jurisdictions) has not been
either endorsed to the securities intermediary (within the meaning of Section
8-501(a) of the UCC of all applicable jurisdictions) under the Control Agreement
or in blank or credited to a securities account (within the meaning of Section
8-102(a)(9) of the UCC of all applicable jurisdictions) in the name of
Securities Intermediary will be held in the Collection Account.

     

    (n)           Back-up Servicing
Agreement.  Within forty-five (45) days following a Mandatory
Back-up Servicer Event, the Borrower shall select a Back-up Servicer that is
acceptable Program Agent and within ninety (90) days following a Mandatory
Back-up Servicer Event, the Borrower shall enter into a Back-up Servicing
Agreement, in form and substance acceptable to the Program Agent.

    


    
      
        
           


        

        
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    (o)           Refinanced Add-On
Contracts.  The Borrower shall not permit any Pledged Contract
to be refinanced or otherwise become an “add-on” contract in accordance with the
terms of the Credit and Collection Policy, unless: (i) the applicable Obligor
has initiated the request for the financing of one or more items of additional
Equipment, (ii) such Pledged Contract is refinanced in full (and treated as a
refinancing in full on the books and records of the Borrower and the Servicer)
in accordance with the terms of the Credit and Collection Policy, (iii) cash
proceeds in connection with such refinancing, in an amount not less than the
Outstanding Balance of such Contract and all accrued and unpaid interest thereon
at such time (the “Add-on Refinance
Amount”), are deposited by or on behalf of the Borrower into the
Collection Account either (A) if (1) at such time SOI has a rating greater than
or equal to any two of the following “BBB-”, “Baa3” or “BBB-” by S&P,
Moody’s and Fitch, respectively, (2) the Add-on Refinance Amount for the
previous Monthly Period was less than 50% of all Collections for such Monthly
Period and (3) Snap-on Credit has granted (and caused each of its applicable
Affiliates to grant) to the Program Agent a security interest in the new
contract resulting from such “add-on” or refinancing solely to secure its
obligation to deposit the Add-on Refinance Amount to the Collection Account,
then within one week of the date of such refinancing, (B) if the conditions set
forth in clause
(A) are not met and the refinancing occurs on or prior to 3:00 p.m. New
York City time, then on or prior to the date of such refinancing or (C) if the
conditions set forth in clause (A) are not
met and the refinancing occurs after 3:00 p.m. New York City time, then on the
next Business Day and (iv) no Event of Termination or Borrowing Base Deficiency
shall have occurred or be continuing prior to or after giving effect to such
refinancing.

     

    (p)           Hedge
Agreements.  Within forty-five (45) days following a Mandatory
Hedge Event, the Borrower shall enter into one or more Eligible Hedge Agreements
and shall at all times thereafter satisfy the Hedging Requirement.

     

    (q)           Filing of Financing
Statements against Franchisees.  In the event that either (i) SOI no
longer has a rating greater than or equal to any two of the following “BB+”,
“Ba1” or “BB+” by S&P, Moody’s and Fitch, respectively, (ii) (x) a
determination is made by any Governmental Authority in any action, suit,
arbitration or any other type of proceeding to which Snap-on Credit or any of
its Affiliates is a party that Snap-on Credit does not have a perfected security
interest in a Contract purchased from a Franchisee and (y) in the reasonable
judgment of the Program Agent, such failure can be remedied by filing a
financing statement or (iii) any Governmental Authority amends, restates or in
any other way modifies any applicable UCC in such a manner so as to (in the
reasonable judgment of the Program Agent) invalidate (regardless of whether or
not such amendment or modification has immediate effect or becomes effective
following any applicable transition or grace period) Snap-on Credit’s security
interest in any Contract purchased from a Franchisee, then the Borrower and the
Servicer shall (A) within 10 days following the occurrence of any such event
described in clauses (i) through (iii) above file, or shall cause to be filed,
financing statements against at least 80% of Franchisees (based on the aggregate
Outstanding Balance) who have Contracts included in the Collateral, and (B)
within 20 days following the occurrence of any such event described in clauses
(i) through (iii) above file, or shall cause to be filed, financing statements
against the remaining Franchisees who have Contracts included in the Collateral,
in each case in every applicable jurisdiction necessary or desirable to perfect
the purchase of such Contracts by the applicable Seller by the filing of a
financing statement under the related UCC.  In addition, if any such event
described in clauses (i) through (iii) above has occurred and the Borrower
subsequently acquires Contracts which are to be included in the Collateral, the
Borrower shall file or cause to be filed no later than the date of such
acquisition a financing statement in every applicable jurisdiction necessary or
desirable to perfect the purchase of such Contracts by the applicable Seller to
the extent that such a financing statement is not currently in place.  In
the event the Borrower or the Servicer fails to file such financings statements
within the applicable time period described above, then the Borrower and the
Servicer (including in its capacity as a Seller) consent to and authorize the
filing of such financings statements by the Program Agent and hereby grant to
the Program Agent an irrevocable power of attorney (which is coupled with an
interest) to file such financings statements on their behalf.

    


    
      
        
           


        

        
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    SECTION
5.02.            Negative Covenants of the
Borrower.  Until the date on which the Borrower Obligations
have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, the Borrower hereby covenants that:

     

    (a)           Name and Jurisdiction
Change, Offices and Records.  The Borrower will not change its
name, jurisdiction of organization, identity or corporate structure (within the
meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable
jurisdictions), become a “new debtor” (as defined in Section 9-102(a)(56) of the
UCC of all applicable jurisdictions) with respect to a currently effective
security agreement previously entered into by any other Person, change its
“location” (within the meaning of Section 9-307 of the UCC of all applicable
jurisdictions) or relocate its chief executive office, principal place of
business or any office where Records are kept unless it shall
have:  (i) given the Program Agent at least thirty (30) days’ prior
written notice, and (ii) delivered to the Program Agent all financing
statements, instruments and other documents reasonably requested by the Program
Agent or any Administrative Agent in connection with such change, event or
relocation.

     

    (b)           Change in Payment
Instructions to Obligors.  Except as may be required by the
Program Agent pursuant to Section 6.06, the
Borrower will not (and will not permit the Servicer or any Seller to) make any
change in the instructions to Obligors or payment mechanics with respect to
Collections on Pledged Contracts as set forth in the Flow of Collections Chart,
unless the Borrower shall have given 30 days’ prior written notice thereof to
the Program Agent and each Administrative Agent.

     

    (c)           Modifications to Business,
Contracts, Credit and Collection Policy.  The Borrower will not
(i) make any material change in the character of its business or (ii) permit any
material change to the Credit and Collection Policy that in either case could
reasonably be likely to adversely affect the collectability of the Covered
Contracts generally, in either case, without the prior consent of the Program
Agent following notice thereof given in accordance with the reporting
requirements set forth in Section
5.01(a)(iv).

     

    (d)           Sales,
Liens.  The Borrower will not sell, assign (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, or
create or suffer to exist any Adverse Claim upon (including, without limitation,
the filing of any financing statement) or with respect to, any Collateral, or
assign any right to receive income with respect thereto (other than (i) the
creation of the interests in favor of the Program Agent and the Secured Parties
as provided for herein and the sufferance of Permitted Liens and (ii) a sale or
conveyance (A) in connection with a Take-Out Securitization pursuant to Section 2.17, (B) to
effect the removal from the Collateral of any Defaulted Contract and related
Contract Assets in accordance with Section 2.09, (C) to
effect a repurchase by a Seller, of Contract Assets in accordance with Section 6.01 of the
Receivables Sale Agreement or (D) in connection with a Pledged Contract that was
refinanced as an “add-on” Contract in accordance with Section 5.01(o)), and
the Borrower will defend the right, title and interest of the Program Agent and
the Lenders in, to and under any of the foregoing property, against all claims
of third parties claiming through or under the Borrower or a
Seller.

    


    
      
        
           


        

        
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    (e)           Restricted Junior
Payments.  The Borrower will not make any Restricted Junior
Payment at any time prior to the Final Collection Date; provided that, unless
an Event of Termination has occurred and is then continuing, the Borrower may
declare and distribute cash dividends with and to the extent of funds made
available to the Borrower in accordance with Section
2.08(b).

     

    (f)           Collections.  The
Borrower will not (and will not permit the Servicer to) deposit or otherwise
credit, or cause or permit to be so deposited or credited, to the Collection
Account cash or cash proceeds other than (i) Collections, (ii) other amounts
required or permitted to be deposited in the Collection Account in accordance
with the terms of this Agreement and (iii) amounts deposited in the Collection
Account in error, as long as the Servicer withdraws such amounts as contemplated
in Section
6.06.

     

    (g)           Indebtedness.  The
Borrower shall not create, incur, assume or suffer to exist any Indebtedness,
except for Indebtedness of the type contemplated in Section
5.01(i)(xii).

     

    (h)           Facility
Documents.  Except as otherwise permitted herein, the Borrower
shall not terminate, amend or otherwise modify any Facility Document or grant
any waiver or consent thereunder without the prior written consent of the
Administrative Agents; provided that
(i)  as provided in Section 5.01(a)(iv)
or as otherwise expressly contemplated herein, the Program Agent may provide the
requisite consent and (ii) in the case of any Hedge Agreement, such Facility
Documents may, subject to the terms of Section 2.05(e), be
terminated, amended or otherwise modified with the consent of the Administrative
Agent for the applicable Lender Group.

     

    (i)           Adverse
Transactions.  Except in connection with an add-on contract and
for a Take-Out Securitization, in each case, permitted hereunder, the Borrower
shall not enter into any transaction which adversely affects the Collateral or
the Program Agent’s or any Administrative Agent’s or Lender’s rights under this
Agreement.

     

    SECTION
5.03.            Affirmative Covenants of the
Servicer.  Until the date on which the Borrower Obligations
have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, the Servicer hereby covenants as set forth below:

     

    (a)           Financial
Reporting.  The Servicer will maintain a system of accounting
sufficient to enable financial statements to be prepared in accordance with
GAAP, and furnish or cause to be furnished to each Administrative
Agent:

    


    
      
        
           


        

        
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    (i)           Annual
Report.  As soon as available and in any event no later than
the date which is the earlier of (i) one hundred twenty (120) days after the end
of each fiscal year of SOI and, if the Servicer is not directly or indirectly
wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, the Servicer and
(ii) the date the Annual Report on Form 10-K for such fiscal year of SOI and, if
the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s
wholly owned Subsidiaries, the Servicer would have been required to have been
filed under the rules and regulations of the Securities and Exchange Commission
giving effect to any automatic extension available thereunder for filing of such
form, (A) a copy of the annual audit report for such year for the Servicer, if
the Servicer is not directly or indirectly wholly owned by SOI or one of SOI’s
wholly owned subsidiaries, SOI and their respective Subsidiaries, containing the
consolidated balance sheet of the Servicer, if the Servicer is not directly or
indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, SOI
and their respective Subsidiaries as of the end of such fiscal year and (B) a
copy of the consolidated statements of income of the Servicer, if the Servicer
is not directly or indirectly wholly owned by SOI or one of SOI’s wholly owned
Subsidiaries, SOI and their respective Subsidiaries for such fiscal year; and
together with (x) an opinion by Deloitte & Touche LLP or other independent
public accountants acceptable to the Administrative Agents ((1) without a “going
concern” or like qualification or like exception and (2) other than a
qualification permitted by the Securities and Exchange Commission regarding the
internal controls of a company acquired during such period pursuant to a
material acquisition by SOI, the Servicer, if the Servicer is not directly or
indirectly wholly owned by SOI or one of SOI’s wholly owned Subsidiaries, or any
Subsidiary, without any qualification or exception as to the scope of such
audit), and (y) a certificate of the chief financial officer or treasurer of the
Servicer, if the Servicer is not directly or indirectly wholly owned by SOI or
one of SOI’s wholly owned Subsidiaries, and SOI (on behalf of such Person)
certifying that the reports delivered in accordance with subclauses (A) and
(B) above have
been prepared in accordance with GAAP; provided, that if the
Servicer is directly or indirectly wholly owned by SOI or one of SOI’s wholly
owned Subsidiaries then the Servicer shall provide as soon as available and in
any event no later than the date which is one hundred twenty (120) days after
the end of each calendar year, (C) a copy of the balance sheet of the Servicer
as of the end of such year and (D) a copy of the statements of income of the
Servicer for such year; and together with a certificate of an officer of the
Servicer certifying that the reports delivered in accordance with subclauses (C) and
(D) above have
been prepared in accordance with GAAP.

     

    (ii)           Quarterly
Report.  As soon as available and in any event no later than
the date which is the earlier of (i) sixty (60) days after the end of each of
the first three quarters of each fiscal year of SOI and the Servicer and (ii)
the date the Quarterly Report on Form 10-Q for such quarter of SOI and the
Servicer would have been required to have been filed under the rules and
regulations of the Securities and Exchange Commission giving effect to any
automatic extension available thereunder for filing of such form, (A) a copy of
the consolidated balance sheet of the Servicer, SOI and their respective
Subsidiaries as of the end of such quarter, and (B) a copy of the consolidated
statements of income of the Servicer, SOI and their respective Subsidiaries for
the period commencing at the end of the previous fiscal year and ending with the
end of such quarter duly certified (subject to the absence of footnotes and to
year-end audit adjustments) by the chief financial officer or treasurer of the
Servicer and SOI (on behalf of such Person) as having been prepared in
accordance with GAAP.

    


    
      
        
           


        

        
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    (iii)           Financial
statements (other than the certificate of the chief financial officer or the
treasurer) required to be delivered pursuant to clauses (i) and (ii) above may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date on which such financial statements are filed for public
availability on the Securities and Exchange Commission’s Electronic Data
Gathering and Retrieval System; provided that the
Servicer and SOI shall notify (which may be by facsimile or electronic mail) the
Program Agent of the filing of any such financial statements.

     

    (iv)           Servicer
Report.  On each Reporting Date and at any such time as any
Administrative Agent so requests following an Event of Termination or a Servicer
Event of Termination, the Servicer shall deliver a Servicer Report in accordance
with Section
6.07 hereof.

     

    (v)           Copies of
Notices.  Promptly upon its receipt of any notice, request for
consent, financial statements, certification, report or other communication
under or in connection with this Agreement or any other Facility Document from
any Person that is a party thereto, copies of the same; provided that in the
case of oral communications, notice thereof is required to be given only when
such communication relates to the occurrence of any breach, default or other
material event under or in connection with a Facility Document.

     

    (vi)           Change in Credit and
Collection Policy.  At least fifteen (15) days prior to the
effectiveness of any material change in or material amendment to the Credit and
Collection Policy that relates to or otherwise affects a Covered Contract, which
is also a Pledged Contract, or at least five (5) days prior to the effectiveness
of any material change in or material amendment to the Credit and Collection
Policy that relates to or otherwise effects the Covered Contracts, a copy of the
Credit and Collection Policy then in effect and a notice (1) indicating such
change or amendment, and (2) if such proposed change or amendment would also be
reasonably likely to adversely affect the collectability of the Covered
Contracts generally, requesting the Program Agent’s consent
thereto.

     

    (vii)           Other
Information.  Promptly, from time to time, such other
information, documents, records or reports relating to the Contracts or the
condition or operations, financial or otherwise, of the Servicer as any
Administrative Agent may from time to time reasonably request in order to
protect the interests of the Program Agent, the Administrative Agents and the
Lenders under or as contemplated by this Agreement.

     

    (b)           Notices.  The
Servicer will notify the Program Agent in writing of any of the following
promptly upon learning of the occurrence thereof, describing the same and, if
applicable, the steps being taken with respect thereto:

     

    (i)           Servicer Termination
Event.  The occurrence of each Servicer Termination Event, by a
statement of an Authorized Officer of the Servicer.

    


    
      
        
           


        

        
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    (ii)           Judgment and
Proceedings.  (1) The entry of any judgment or decree against
the Servicer or any of its material Subsidiaries if the aggregate amount of all
judgments and decrees then outstanding against the Servicer and its material
Subsidiaries exceeds $50,000,000, (2) the institution of any litigation,
arbitration proceeding, investigation or governmental proceeding against the
Servicer which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect; and (3) any material adverse development in
any previously disclosed litigation, arbitration proceeding, investigation or
governmental proceeding.

     

    (iii)           Material Adverse
Effect.  The occurrence of any event or condition that has had,
or could reasonably be expected to have, a Material Adverse Effect.

     

    (iv)           Defaults Under Other
Agreements.  The occurrence of (A) any “event of default” or
“default” or other event which, with the giving of notice or the passage of time
or both, would constitute an “event of default” or a “default” under any
financing arrangement in excess of $50,000,000 pursuant to which the Servicer is
a debtor or an obligor or (B) the creation of any Adverse Claim (other than
Permitted Liens) on, or the occurrence of any event which, with the giving of
notice or passage of time or both, would result in, or with further action by
any third party would result in, the creation of any Adverse
Claim  (other than Permitted Liens) on the Pledged Contracts, the
Related Security or the Collections pursuant to any indenture, agreement,
instrument or filing.

     

    (c)           Compliance with Laws and
Preservation of Corporate Existence.

     

    (i)           The
Servicer will comply with the requirements of all applicable statutes, rules,
regulations, orders, and restrictions of any domestic or foreign government or
any instrumentality or agency thereof having jurisdiction over the conduct of
its businesses or the ownership of its property, except where the failure to
comply with any of the foregoing could not reasonably be expected to have a
Material Adverse Effect.

     

    (ii)           The
Servicer (A) will preserve and maintain its corporate existence, rights,
franchises and privileges in the jurisdiction of its organization and (B) will
qualify and remain qualified in good standing as a foreign entity in each
jurisdiction where its business is conducted, except where the failure to so
qualify could not reasonably be expected to have a Material Adverse
Effect.

    


    
      
        
           


        

        
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    (d)           Audits.  The
Servicer will furnish to each Administrative Agent from time to time such
information with respect to it and the Contracts as such Administrative Agent
may reasonably request. The Servicer will during regular business hours upon
reasonable prior written notice (A), permit each Administrative Agent, or its
agents or representatives at the sole cost of the Servicer to perform an Audit;
provided, however, that with
respect to this clause
(A), the Servicer shall not be responsible for the costs of more than one
(1) such Audit performed during any calendar year in respect of the Borrower
under Section
5.01(d)(A) and the Servicer under this Section 5.03(d)(A) or
under Section 7.02 of
the Receivables Sale Agreement on a combined basis, so long as no Event of
Termination has occurred and is continuing; provided, further,  that
with respect to clause (A) following the occurrence and during the continuation
of an Event of Termination, all such Audits shall be at the expense of the
Servicer and (B) without limiting the provisions of above, permit certified
public accountants or other auditors reasonably acceptable to the related
Administrative Agent (which may include the current auditors of any Seller) to
conduct an Audit; provided, however, that with
respect to clause
(B) each Administrative Agent shall perform no more than two Audits in
any calendar year; provided further,
that with respect to clause (B), the
Servicer will not be responsible for the costs of more than one (1) Audit
performed during any calendar year in respect of the Servicer under this Section 5.03(d) or
under Section 7.02 of
the Receivables Sale Agreement and in respect of the Borrower under Section 5.01(d) on a
combined basis so long as no Event of Termination has occurred and is
continuing; provided
further, that with respect to clause (B) that
following the occurrence and during the continuation of an Event of Termination,
the two Audits per calendar year limitation shall be inapplicable and all such
audits shall be at the expense of the Servicer.  The Administrative
Agents shall make reasonable efforts to coordinate Audits.

     

    (e)           Keeping and Marking of
Records and Books.

     

    (i)           The
Servicer will maintain and implement administrative and operating procedures
(including, without limitation, an ability to recreate records evidencing
Contracts in the event of the destruction of the originals thereof), and keep
and maintain all documents, books, records and other information reasonably
necessary or advisable as will enable the Program Agent and the Lenders to
determine the status of all Contracts (including, without limitation, records
adequate to permit the immediate identification of all Collections of and
adjustments to each existing Contract).  The Servicer will give the
Program Agent notice of any material change in the administrative and operating
procedures referred to in the previous sentence.

     

    (ii)           The
Servicer will (A) on or prior to the date hereof, mark the portions of the
Computer Files in its possession with a legend, reasonably acceptable to the
Administrative Agents, to indicate that each Pledged Contract constitutes part
of the Collateral, and (B) upon the request of any Administrative Agent after
the occurrence and during the continuation of an Event of Termination, mark each
Pledged Contract with a legend describing the interests of the Program Agent and
the Secured Parties therein.

     

    (f)           Compliance with Contracts
and Credit and Collection Policy.  The Servicer will timely (i)
fully perform and comply with all provisions, covenants and other promises
required to be observed by it under the Contracts, and (ii) comply in all
material respects with the Credit and Collection Policy in regard to each
Contract.

     

    (g)           Collections.  The
Servicer will remit all Collections deposited to the Collection Account as
provided in Section
2.08(a).  In the event any payments relating to Pledged
Contracts are remitted directly to the Servicer or any Affiliate of the
Servicer, the Servicer will remit (or will cause all such payments to be
remitted) to the Collection Account in accordance with Section
2.08(a).  The Servicer shall assist the Borrower in taking all
steps necessary to ensure that the Program Agent has “control” (within the
meaning of the UCC of all applicable jurisdictions) over the Collection Account
and that the Collection Account is not subject to any Adverse Claim other than
Permitted Liens and Adverse Claims in favor of the Secured Parties
hereunder.

    


    
      
        
           


        

        
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    (h)           Taxes.  The
Servicer will file all Federal, state and local tax returns required by law to
be filed by it and will promptly pay and discharge, before the same shall become
delinquent, all taxes and assessments imposed upon it or upon its property,
except any such taxes or assessments (i) that are being contested in good faith
by appropriate proceedings or (ii) the non-payment or non-filing of which could
not reasonably be expected to have a Material Adverse Effect.

     

    (i)           Insurance.  The
Servicer will ensure it is covered, with responsible insurance companies, by
insurance against at least such risks and in at least such amounts as is
customarily maintained by similar businesses, or as may be required by any
applicable law, rule or regulation, any governmental approval, or any order,
writ, injunction or decree of any court or Governmental Authority or
agency.

     

    (j)           Certain Security
Entitlements.  The Servicer will take all steps necessary to
ensure that no “security entitlement” (within the meaning of Section
8-102(a)(17) of the UCC of all applicable jurisdictions) (i) that is subject to
federal regulations governing security entitlements maintained on the books of a
federal reserve bank (including, without limitation, Treasury securities subject
to 31 C.F.R. Part 357), or (ii) where the underlying security (within the
meaning of Section 8-102(a)(15) of the UCC of all applicable
jurisdictions)  or other financial asset (within the meaning of
Section 8-102(a)(9) of the UCC of all applicable jurisdictions) has not been
either endorsed to the securities intermediary (within the meaning of Section
8-501(a) of the UCC of all applicable jurisdictions) under the Control
Agreement, or in blank or credited to a securities account (within the meaning
of Section 8-102(a)(9) of the UCC of all applicable jurisdictions) in the name
of Securities Intermediary will be held in the Collection Account.

     

    (k)           Filing of Financing
Statements against Franchisees.  In the event that either (i)
SOI no longer has a rating greater than or equal to any two of the following
“BB+”, “Ba1” or “BB+” by S&P, Moody’s and Fitch, respectively, (ii) (x) a
determination is made by any Governmental Authority in any action, suit,
arbitration or any other type of proceeding to which Snap-on Credit or any of
its Affiliates is a party that Snap-on Credit does not have a perfected security
interest in a Contract purchased from a Franchisee and (y) in the reasonable
judgment of the Program Agent, such failure can be remedied by filing a
financing statement or (iii) any Governmental Authority amends, restates or in
any other way modifies any applicable UCC in such a manner so as to (in the
reasonable judgment of the Program Agent) invalidate (regardless of whether or
not such amendment or modification has immediate effect or becomes effective
following any applicable transition or grace period) Snap-on Credit’s security
interest in any Contract purchased from a Franchisee, then the Borrower and the
Servicer shall (A) within 10 days following the occurrence of any such event
described in clauses (i) through (iii) above file, or shall cause to be filed,
financing statements against at least 80% of Franchisees (based on the aggregate
Outstanding Balance) who have Contracts included in the Collateral, and (B)
within 20 days following the occurrence of any such event described in clauses
(i) through (iii) above file, or shall cause to be filed, financing statements
against the remaining Franchisees who have Contracts included in the Collateral,
in each case in every applicable jurisdiction necessary or desirable to perfect
the purchase of such Contracts by the applicable Seller by the filing of a
financing statement under the related UCC.  In addition, if any such event
described in clauses (i) through (iii) above has occurred and the Borrower
subsequently acquires Contracts which are to be included in the Collateral, the
Borrower shall file or cause to be filed no later than the date of such
acquisition a financing statement in every applicable jurisdiction necessary or
desirable to perfect the purchase of such Contracts by the applicable Seller to
the extent that such a financing statement is not currently in place.  In
the event the Borrower or the Servicer fails to file such financings statements
within the applicable time period described above, then the Borrower and the
Servicer (including in its capacity as a Seller) consent to and authorize the
filing of such financings statements by the Program Agent and hereby grant to
the Program Agent an irrevocable power of attorney (which is coupled with an
interest) to file such financings statements on their behalf.

    


    
      
        
           


        

        
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    SECTION
5.04.            Negative Covenants of the
Servicer.  Until the date on which the Borrower Obligations
have been indefeasibly paid in full and this Agreement terminates in accordance
with its terms, the Servicer hereby covenants that:

     

    (a)           Change in Payment
Instructions to Obligors.  Except as may be required by the
Program Agent pursuant to Section 6.06, the
Servicer will not (and will not permit any Seller to) make any change in the
instructions to Obligors or payment mechanics with respect to Collections on
Pledged Contracts as set forth in the Flow of Collections Chart, unless the
Servicer shall have given 30 days’ prior written notice thereof to the Program
Agent and each Administrative Agent.

     

    (b)           Modifications to Business,
Contracts and Credit and Collection Policy.  The Servicer will
not (i) make any material change in the character of its business or (ii) permit
any material change to the Credit and Collection Policy that, in either case,
could reasonably be likely to adversely affect the collectability of the Covered
Contracts generally, in either case, without the prior consent of the Program
Agent in accordance with the reporting requirements set forth in Section
5.03(a)(vi).  Except as provided in Sections 5.01(o) and
6.02(d), the
Servicer will not extend, amend or otherwise modify the terms of any Pledged
Contract other than in accordance with the Credit and Collection
Policy.

     

    (c)           Collections.  The
Servicer will not deposit or otherwise credit, or cause or permit to be so
deposited or credited, to the Collection Account cash or cash proceeds other
than (i) Collections, (ii) other amounts required or permitted to be deposited
in the Collection Account in accordance with the terms of this Agreement and
(iii) amounts deposited in the Collection Account in error, as long as the
Servicer withdraws such amounts as contemplated in Section
6.06.

     

    (d)           Facility
Documents.  Except as otherwise permitted herein, the Servicer
shall not terminate, amend or otherwise modify any Facility Document to which it
is a party or grant any waiver or consent thereunder without the prior written
consent of the Program Agent.

     

    
      
        
        

      

      
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    ARTICLE
VI  ADMINISTRATION OF PLEDGED CONTRACTS

     

    SECTION
6.01.             Designation of the
Servicer.

     

    (a)           The
servicing, administering and collection of the Contracts shall be conducted by
the Person so designated from time to time in accordance with this Section
6.01.  Until the Program Agent, with the consent or at the
direction of the Required Lenders, gives notice to the Borrower and the Servicer
of the designation of a new Servicer as provided in Section 6.01(b)
below, Snap-on Credit is hereby designated as, and hereby agrees to perform the
duties and obligations of, the Servicer pursuant to the terms
hereof.  The Borrower hereby grants to the Servicer an irrevocable
power of attorney, with full power of substitution, coupled with an interest, to
take in the name of the Borrower any and all steps which are necessary or
advisable to endorse, negotiate or otherwise realize on any writing or other
right of any kind in connection with any Contract or other
Collateral.

     

    (b)           Upon
the occurrence and during the continuation of any Servicer Termination Event,
the Program Agent may, with the consent or shall at the direction of the
Required Lenders, upon written notice to the parties hereto designate as the
Servicer any Person to succeed Snap-on Credit (or any successor Servicer)
subject to the condition that any such Person so designated shall agree to
perform, and shall be qualified to perform, the duties and obligations of the
Servicer under each of the Facility Documents to which it is a
party.  The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon the reasonable determination by the Servicer
that (x) the performance of its duties hereunder is no longer permissible under
applicable law and (y) there is no reasonable action which the Servicer could
take to make the performance of its duties hereunder permissible under
applicable law.

     

    (c)           Snap-on
Credit and any successor Servicer agrees that, upon its resignation or
replacement as the Servicer pursuant to Section 6.01(b)
above, it will cooperate with the Borrower, the Program Agent and the successor
Servicer in effecting the termination of its responsibilities and rights as the
Servicer hereunder, including, without limitation, (i) assisting the successor
Servicer in enforcing all rights under the Contracts and Related Security, (ii)
transferring, promptly upon receipt, to the successor Servicer, any Collections
or other amounts related to the Contracts received by such Servicer, (iii)
transferring to the successor Servicer all Records held by or under the control
of such Servicer and (iv) permitting the successor Servicer to have access to
all tapes, discs, diskettes and related property containing information
concerning the Contracts and the Records and taking all actions necessary in its
control to permit the successor Servicer to use all computer software (to the
extent it is permitted to do so and to the extent it is necessary to service
such Receivables) that may facilitate the successor Servicer’s access to and use
of such information and acting as data processing agent for such successor
Servicer if requested.  Upon the resignation or replacement of Snap-on
Credit as the Servicer, Snap-on Credit shall no longer be entitled to the
Servicer Fee accruing from and after the effective date of such resignation or
replacement.  If Snap-on Credit or a successor Servicer resigns or is
replaced, it shall be entitled to reimbursement for all outstanding Servicer
Advances at the time and in the order of priority set forth in Section 2.08(b) or
2.08(c), as
applicable, notwithstanding its resignation or termination
hereunder.

     

    (d)           The
Servicer may (i) delegate to any of the Servicer’s Affiliates some or all of the
Servicer’s duties hereunder, (ii) delegate to a non-Affiliate discrete portions
of its duties hereunder, such as, collection, bankruptcy services, repossession,
in order to enable the Servicer to maximize Collections on the Receivables, and
(iii) to a non-Affiliate all or substantially all of its duties hereunder with
the prior consent of the Program Agent (such consent not to be unreasonably
withheld or delayed).  Notwithstanding the foregoing, the Servicer
shall remain primarily liable for any and all duties delegated in accordance
with this clause
(d).

    


    
      
        
           


        

        
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    SECTION
6.02.             Duties of the
Servicer.

     

    (a)           The
Servicer shall take or cause to be taken all such actions as it deems necessary
or advisable to collect all amounts due and related to each Contract from time
to time, all in accordance with applicable laws, tariffs, rules, regulations and
the Credit and Collection Policy.  Each of the Borrower, each Lender,
each Administrative Agent and the Program Agent hereby appoints as its agent the
Servicer, from time to time designated pursuant to Section 6.01, to
enforce its respective rights and interests in and under the Contracts and the
Related Security.  The Servicer (so long as it is Snap-on Credit) will
at all times apply the same standards and follow the same procedures with
respect to the decision to commence litigation with respect to the Contracts,
and in prosecuting and litigating with respect to the Contracts, as it applies
and follows with respect to Equipment conditional sales contracts and promissory
note and security agreements serviced by it which are not Contracts; provided, however, that from
and after the Termination Date, the Servicer shall commence or settle any legal
action to enforce collection of any Contract or to foreclose upon or repossess
any Related Security with respect thereto as directed by the Program
Agent.  In no event shall the Servicer be entitled to make the Program
Agent, any Administrative Agent or any Lender a party to any litigation without
such Person’s express prior written consent.

     

    (b)           The
Servicer shall apply all Collections to the Contracts owed by the applicable
Obligors in a timely manner in accordance with the business practices of the
Servicer as of the date of this Agreement unless mutually agreed otherwise with
the Program Agent.  In the event the Servicer receives any Collections
or other proceeds of the Collateral, it shall set aside and hold in trust for
the Borrower and the Secured Parties such Collections and other proceeds for
application and remittance in accordance with Section 2.08(a), and
it shall remit the same to the Collection Account to the extent required
hereunder.

     

    (c)           The
Servicer shall, as soon as practicable following receipt, turn over to the
Person entitled thereto collections in respect of any receivable which is not a
Pledged Contract less, to the extent
the Servicer performed any collection or enforcement actions which it was
authorized by such Person to perform, all reasonable and appropriate out of
pocket costs and expenses of such Servicer incurred in collecting and enforcing
such receivable.  The Servicer’s authorization and obligations
hereunder shall terminate on the Business Day immediately after the Final
Collection Date.  After such termination, if Snap-on Credit or an
Affiliate thereof was not the Servicer on the date of such termination, the
Servicer shall promptly deliver to the Borrower, all books, copies of records
and related materials that the Borrower previously provided to the Servicer, or
that otherwise have been obtained by the Servicer, in connection with this
Agreement.

    


    
      
        
           


        

        
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    (d)           The
Servicer may, in accordance with the Credit and Collection Policy, extend the
maturity of any Pledged Contract as the Servicer determines to be appropriate to
maximize Collections thereof; provided, however, that such
extension shall not limit the rights of any Secured Party under this
Agreement.  The parties acknowledge that, in accordance with the
Servicer’s customary business practices as they relate to the management of its
securitization facilities, the Servicer will recognize a given Contract as being
a Charged-off Contract and thereupon mark the Outstanding Balance of such
Contract to zero in the books and records of the Servicer and the
Borrower.  Such internal practices will not impair or diminish (i) the
claim of the Borrower against the applicable Obligor for payment in full of such
Contract, (ii) any right of the Borrower to realize any Recoveries subsequently
made on any Contract so recorded or (iii) the obligation of the Servicer and the
Borrower to remit in full to the Collection Account for application in
accordance with Section 2.08 any and
all such Recoveries.  Notwithstanding anything to the contrary
contained herein, during the existence of any Event of Termination, the Program
Agent shall have the absolute and unlimited right to direct the Servicer to
commence or settle any legal action with respect to any Pledged Contract or to
foreclose upon or repossess any Related Security; provided, further, that the
Servicer shall not release or waive the right to collect the Outstanding Balance
of any Pledged Contract, except that, with respect to a Pledged Contract that
has become a Defaulted Contract or has been written-off as uncollectible, the
Servicer, consistent with its Credit and Collection Policy, may release or waive
the right to collect the Outstanding Balance of such Pledged Contract in an
effort to maximize collections thereon.

     

    (e)           The
Servicer shall hold in trust for the Borrower and the Secured Parties all
Records that (i) evidence or relate to the Pledged Contracts and Related
Security or (ii) are otherwise necessary or desirable to collect the Pledged
Contracts and shall, as soon as practicable upon demand of any Administrative
Agent or the Program Agent, during the existence of any Event of Termination,
deliver or make available to the Program Agent all such Records, at a place
selected by the Program Agent.

     

    (f)           If
the Servicer shall have repossessed Equipment on behalf of the Program Agent for
the benefit of the Secured Parties, the Servicer shall either (i) maintain at
its expense physical damage insurance with respect to such Equipment, or (ii)
indemnify the Program Agent against any damage to such Equipment prior to resale
or other disposition.  The Servicer shall not allow such repossessed
Equipment to be used in an active trade or business, but rather shall dispose of
the Equipment in a reasonable time in accordance with the Servicer’s normal
business practices.

     

    (g)           The
Servicer will be entitled to recover all reasonable out-of-pocket expenses
incurred by it in liquidating a Pledged Contract and disposing of the related
Equipment.

     

    SECTION
6.03.            Servicer
Advances.  The Servicer may, in its sole discretion, advance (a
“Servicer
Advance”) with respect to any Contract on any Settlement Date, any
scheduled principal and/or interest payment thereunder which became due during
any Monthly Period ending prior to such Settlement Date and was not paid by the
Obligor of such Contract as of the close of business on that last day of the
most recently ended Monthly Period (unless a Servicer Advance with respect to
and in the amount of such scheduled payment has previously been made), subject
to its determination that any such Servicer Advance is expected to be
recoverable from future payments made by such Obligor; provided, however that Servicer
Advances shall not in any way affect the calculation of any defaults or other
performance ratios with respect to the Contracts hereunder.  Any such
Servicer Advance, if made, shall be remitted to the Collection Account on the
Settlement Date following such Reporting Date.  The Servicer shall not
be entitled to interest or any other fees on or with respect to Servicer
Advances.  The Servicer shall be reimbursed its respective Servicer
Advance as provided in Sections 2.08(b) or
2.08(c), as
applicable.

     

    


    
      
        
           


        

        
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    SECTION
6.04.            Responsibilities of the
Borrower.  Anything herein to the contrary notwithstanding, the
Borrower shall (i) perform all of its obligations with respect to the Contracts
to the same extent as if a security interest in the Contracts had not been
granted hereunder and the exercise by the Program Agent of its rights hereunder
shall not relieve the Borrower from such obligations and (ii) pay when due any
taxes, including without limitation, sales, excise and personal property taxes
payable by it in connection with the Contracts.  None of the Program
Agent, the Administrative Agents, the Lenders or the Liquidity Providers shall
have any obligation or liability with respect to any Contracts or other
Collateral, nor shall any of them be obligated to perform any of the obligations
of the Borrower thereunder.

     

    SECTION
6.05.            Further Action Evidencing
Program Agent’s Interest.  Each of the Borrower and the
Servicer agrees that from time to time, at its expense, it will promptly execute
and deliver all further instruments and documents, and take all further action
that any Administrative Agent or the Program Agent may reasonably request in
order to perfect, protect or more fully evidence the interest of the Program
Agent or the Secured Parties granted hereunder or to enable the Program Agent to
exercise or enforce any of its or the Secured Parties’ rights
hereunder.  Without limiting the generality of the foregoing, each of
the Borrower and the Servicer will (i) code its master data processing records
evidencing such Contracts to evidence that a security interest therein has been
granted to the Program Agent on behalf of the Secured Parties under this
Agreement, and (ii) upon the request of any Administrative Agent or the Program
Agent, file such financing statements, continuation statements or amendments
thereto or assignments thereof, and execute and file such other instruments or
notices, as may be necessary or appropriate or as the Program Agent or any
Administrative Agent may reasonably request.  If either the Borrower
or the Servicer fails to perform any of its respective agreements or obligations
under this Agreement, the Program Agent may (but shall not be required to)
itself perform, or cause performance of, such agreement or obligation, and the
reasonable out-of-pocket expenses of the Program Agent incurred in connection
therewith shall be payable by the Borrower or the Servicer, as applicable, upon
the Program Agent’s demand therefor.

     

    SECTION
6.06.            Collections.  In
the case of any remittances received in the Collection Account that shall have
been identified, to the satisfaction of the Servicer, to not constitute
Collections or other proceeds of the Pledged Contracts or the Related Security,
the Servicer shall promptly remit such items to the Person identified to it (or
determined by it) as being the owner of such remittances.  From and
after the occurrence of a Servicer Termination Event, the Program Agent may
request that the Servicer, and the Servicer thereupon promptly shall instruct
all Obligors with respect to the Pledged Contracts, to remit all payments
thereon directly to the Collection Account and, at all times thereafter, the
Borrower and the Servicer shall not deposit or otherwise credit, and shall not
permit any other Person to deposit or otherwise credit to the Collection Account
any cash or payment item other than Collections or other amounts permitted or
required to be deposited therein pursuant to this Agreement.

     

    SECTION
6.07.            Reports.  The
Servicer shall prepare and forward to each Administrative Agent (i) on each
Reporting Date and at any such times as any Administrative Agent requests
following a Servicer Event of Termination or an Event of Termination, a Servicer
Report, (ii) at such times as any Administrative Agent shall reasonably request,
information relating to the Contracts held by the Borrower at such time or any
other Managed Receivables reflecting the status or performance of such Contracts
or Managed Receivables (including, without limitation, information relating to
the pool-cut and life-cycle losses) and (iii) if Provisional Settlement Dates
are then in effect, a report substantially in the form of a Monthly Report at
such times as any Administrative Agent shall reasonably
request.  Notwithstanding the foregoing, prior to the first Borrowing
Date hereunder the Servicer Reports required to be delivered by the Servicer
pursuant to this Section 6.07 may be
limited to the information and calculations set forth on Exhibit
C-2.

     

    


    
      
        
           


        

        
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    SECTION
6.08.            Servicer
Fees.  In consideration of Snap-on Credit’s agreement to act as
the Servicer hereunder, the Lenders hereby agree that, during the period that
Snap-on Credit shall  perform as the Servicer hereunder, the Borrower
shall pay over to Snap-on Credit a fee (the “Servicer Fee”) on
each Settlement Date in accordance with Sections 2.08(b) or
2.08(c), as
applicable, which Servicer Fee shall be equal, in respect of any Monthly Period
(or portion thereof),  to:

     

    (i)           (A)
the sum of the aggregate Outstanding Balance of all Pledged Contracts
constituting Collateral as of the first day of such period and the aggregate
Outstanding Balance of all Pledged Contracts constituting Collateral as of the
last day of such period, divided by (B) two,
times

     

    (ii)          1.00%,
times

     

    (iii)         the
actual number of days during such period divided by
360.

     

    In
addition, as part of its servicing compensation, the Servicer may retain certain
Late Payment Penalty and Similar Fees paid in the prior Monthly Period, but
solely subject to the priorities for payment on any applicable Settlement Date
set forth in Section 2.08 of this Agreement.  Notwithstanding the
foregoing, if the Servicer is replaced by the Program Agent, the successor
Servicer shall receive a servicing fee in an amount agreed upon by the Program
Agent and the successor Servicer which reflects the then-prevailing market rates
for servicing similar portfolios of Contracts.

     

    SECTION
6.09.            Servicer Grant to Secure
Add-on Refinance Amount.  The Servicer is obligated to cause
any Add-on Refinance Amount to be deposited into the Collection Account and, to
secure its obligation to so deposit Snap-on Credit and Servicer hereby grant to
the Program Agent for the benefit of the Lenders a security interest in all of
its rights in any contract or contracts resulting from an add-on or refinancing
of the type described in Section
5.01(o).

     

    SECTION
6.10.            Servicer Authorizes Program
Agent to File Financing Statements.  Each such security
interest in the new refinanced contracts granted by the Servicer and Snap-on
Credit pursuant to Section 6.09 will
secure only the obligation to pay the Add-on Refinance Amount with respect to
the Contract which was refinanced.  Following the payment into the
Collection Account of such Add-on Refinance Amount with respect to a refinanced
contract the security interest in the new contract resulting therefrom (but not
any contracts securing payment for other refinanced contracts) shall be
automatically released.

    


    
      
        
           


        

        
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    ARTICLE
VII   EVENTS OF TERMINATION

     

    SECTION
7.01.            Events of
Termination.  “Event of
Termination,” wherever used herein, means any one of the following
events:

     

    (a)           The
Borrower shall fail to, or shall fail to cause the Servicer to, make any payment
required hereunder when due and (i) in the case of any payments of principal,
such failure continues for two (2) consecutive Business Days or (ii) in the case
of any payment of interest or other amount payable hereunder, such failure
continues for three (3) consecutive Business Days.

     

    (b)           The
Borrower or any Seller shall fail to perform or observe any other term, covenant
or agreement hereunder (other than as described in Section 7.01(a)) or
any other Facility Document and such failure continues for fifteen (15)
consecutive days.

     

    (c)           Any
representation, warranty, certification or statement made by
the  Borrower or any Seller, under or in connection with this
Agreement, any other Facility Document or in any other document delivered
pursuant hereto or thereto shall be determined to have been false in any
material respect on the date as of which made or deemed made and such failure
shall continue unremedied for fifteen (15) consecutive days.

     

    (d)           (i)
the Borrower shall fail to pay any principal of or premium or interest on any
Indebtedness that is outstanding in a principal amount of at least $12,500 (but
in the case of Indebtedness outstanding hereunder, subject to the grace periods
described in paragraph (a) above) when the same becomes due and payable (whether
by scheduled maturity, required prepayment, acceleration, demand or otherwise)
and such failure shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such Indebtedness, or (ii)
any event shall occur or condition shall exist under any agreement or instrument
relating to any such Indebtedness and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; or any such Indebtedness shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an offer
to prepay, redeem, purchase or defease such Indebtedness  shall be
required to be made, in each case prior to the stated maturity
thereof.

     

    (e)           An
Insolvency Event has occurred with respect to the Borrower, the Performance
Guarantor or any Seller.

     

    (f)           A
Servicer Termination Event shall have occurred and be continuing and remain
unwaived.

     

    (g)          A
Change of Control shall occur.

     

    (h)          The
Borrower shall fail, or shall fail to cause the Servicer, to reduce the
Aggregate Principal Balance of the Loans to zero on the Scheduled Final Maturity
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    (i)           One
or more final judgments for the payment of money in excess of $500,000 in the
aggregate shall be entered against the Borrower with respect to which (i)
enforcement proceedings shall have been commenced by any creditor upon such
judgments or orders or (ii) there shall be any period of ten (10) consecutive
days during which a stay of enforcement of such judgments or orders, by reason
of a pending appeal or otherwise, shall not be in effect; provided, however, that any
such judgment or order shall not be an Event of Termination or included in the
calculation of the aggregate amount of judgments or orders under this Section 7.1(j) if and
for so long as (A) the amount of such judgment or order is covered by a valid
and binding policy of insurance between the defendant and the insurer covering
payment thereof and (B) such insurer, which shall be rated at least “A” by A.M.
Best Company, has been notified of, and has not disputed the claim made for
payment of, the amount of such judgment or order.

     

    (j)           This
Agreement or any other Facility Document shall terminate in whole or in part
(except in accordance with its terms), or shall cease to be effective or to be
the legally valid, binding and enforceable obligation of the Borrower or the
Servicer; or any Obligor shall directly or indirectly contest in any manner such
effectiveness, validity, binding nature or enforceability and any Seller fails
to repurchase such Obligor’s related Pledged Contract upon the terms set forth
in the Receivables Sale Agreement.

     

    (k)           The
Program Agent for the benefit of the Secured Parties shall cease to have a valid
and perfected first priority security interest in a material (as determined in
the sole discretion of the Program Agent but not in excess of $100,000) portion
of the Collateral, if any.

     

    (l)           
The Borrower shall fail to replace a Hedge Counterparty within forty-five (45)
days of that Hedge Counterparty failing to be an Eligible Hedge
Counterparty.

     

    (m)           The
Borrower shall fail to (i) select a Back-up Servicer acceptable to the Program
Agent within forty-five (45) days of a Mandatory Back-up Servicer Event or (ii)
enter into a Back-up Servicing Agreement acceptable in form and substance to the
Program Agent within ninety (90) days of the occurrence of a Mandatory Back-up
Servicer Event;

     

    (n)           The
senior unsecured debt rating of the Performance Guarantor falls below either (i)
if all of S&P, Moody’s and Fitch are then rating the Performance Guarantor,
“BB”, “Ba2” or “BB” or becomes unrated by at least two of S&P,
Moody’s and Fitch, respectively or (ii) if only two of S&P, Moody’s and
Fitch are then rating the Performance Guarantor, “BB”, “Ba2” or “BB” or becomes
unrated by any of S&P, Moody’s or Fitch, respectively.

     

    (o)           [Intentionally
Omitted.]

     

    (p)           The
occurrence of a Borrowing Base Deficiency which continues unremedied for two (2)
consecutive Business Days following any date of determination and/or after
having knowledge or receiving notice of such occurrence.

     

    (q)           The
occurrence of a Portfolio Performance Event of Termination.

     

    (r)           [Intentionally
Omitted.]


    
      
         


      

      
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    (s)           The
Borrower shall fail to satisfy the Hedging Requirement within (45) days of a
Mandatory Hedge Event or shall fail to satisfy the Hedging Requirement on any
day thereafter (subject to cure, if applicable, in accordance with the express
terms of this Agreement).

     

    SECTION
7.02.           Remedies.  (a)  If
an Event of Termination has occurred and is continuing, then the Program Agent
shall, at the request, or may with the consent of the Required Lenders by notice
to the Borrower, declare the Termination Date to have occurred; provided, however, that, in the
case of any event described in Section 7.01(e)
above, the Termination Date shall be deemed to have occurred automatically upon
the occurrence of such event.  Upon the declaration or automatic
occurrence of the Termination Date in accordance with this Section 7.02, the
Loans and all other obligations of the Borrower hereunder shall become and be
immediately due and payable, without any presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the
Borrower.  In addition to the foregoing, upon the occurrence and
during the continuance of an Event of Termination, (i) all Borrower Obligations
hereunder shall bear interest at the Default Rate, (ii) the Program Agent, on
behalf of the Lenders, may direct the Servicer to deposit to the Collection
Account all Collections received by it within two (2) Business Days in
accordance with Section 2.08(a),
(iii) the Program Agent, on behalf of the Lenders, may exercise exclusive
dominion and control over the Collection Account in accordance with Sections 5.01(j) and
5.03(g), by
delivering the requisite notice of control to the applicable account banks, and
following such exercise of control, the Program Agent shall direct all
withdrawals and distributions from and to the Collection Account (it being
understood that the Program Agent agrees not to deliver such notice at any time
that an Event of Termination is not continuing), (iv) the Program Agent may,
upon the direction of the Required Lenders, notify the Obligors of the Secured
Parties’ interest in the Collateral (or direct the Servicer to do so pursuant to
Section 6.06)
and direct such Obligors to make payment of all amounts due under Pledged
Contracts as designated by the Program Agent, including making payment directly
to the Collection Account, (v) the Program Agent may, upon the direction of the
Required Lenders, without notice, demand or advertisement of any kind to the
Borrower or any other Person, enter the premises of the Borrower where any
Collateral is located (through self-help and without judicial process) to
collect, receive, assemble, process, appropriate, sell, lease, assign,
foreclose, grant an option or options to purchase or otherwise dispose of,
deliver, or realize upon, the Collateral or any part thereof in one or more
parcels at public or private sale or sales (which sales may be adjourned or
continued from time to time with or without notice and may take place at the
Borrower’s premises or elsewhere), for cash, on credit or for future delivery
without assumption of any credit risk, and upon such other terms as the Required
Lenders may deem commercially reasonable, and the Lenders shall have the right
upon any such public sale or sales and, to the extent permitted by law, upon any
such private sale or sales, to purchase for the benefit of the Lenders, the
whole or any part of the Collateral so sold, free of any right of equity
redemption, which equity redemption the Borrower hereby expressly releases; (vi)
if such event described in Section 7.01(g) has
occurred with respect to the Servicer, the Program Agent may, with the consent
or shall at the direction of the Required Lenders, designate as the Servicer any
Person to succeed Snap-on Credit (or any successor Servicer), and (vii) the
Program Agent and the Secured Parties shall have, in addition to all other
rights and remedies under this Agreement or otherwise, all other rights and
remedies provided under the UCC of the applicable jurisdiction and other
applicable laws, which rights shall be cumulative.


    
      
         


      

      
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    (b)           The
Borrower hereby grants to the Program Agent an irrevocable power of attorney,
with full power of substitution, coupled with an interest, to take in the name
of the Borrower, following the occurrence and During the continuance of an Event
of Termination, any and all steps which are necessary or advisable to endorse,
negotiate or otherwise realize on any writing or other right of any kind in
connection with any Pledged Contract or related Contract Asset.

     

    (c)           The
Borrower recognizes that the Lenders may be unable to effect a public sale of
any or all the Collateral and may be compelled to resort to one or more private
sales thereof.  The Borrower acknowledges that any private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall not be deemed to have been made in a commercially
unreasonable manner solely by virtue of such sale being
private.   In the event of any sale, assignment or other transfer
of all or any portion of the Collateral by the Lenders in the exercise of their
remedies under this Agreement, all rights and obligations of the Servicer
hereunder in respect of the servicing, collecting or other handling of the
Collateral so sold, assigned or otherwise transferred shall thereupon terminate
without any requirement that notice be given to or any payment (other than any
then accrued and unpaid Servicer Fees) be made to the Servicer or that any other
action on the part of any Person be taken to give effect to such
termination.

     

    SECTION
7.03.           Additional Remedies of the
Lenders.  During an Early Amortization Period, (i) no new Loans
shall be extended by the Lenders hereunder, and (ii) on each Settlement Date,
the Target Principal Payment Amount shall be an amount equal to the Aggregate
Principal Balance of the Loans then outstanding; provided, however, following
the end of an Early Amortization Period, clauses (i) and (ii) shall not be
applicable until a subsequent Early Amortization Period.

     

    ARTICLE
VIII    INDEMNIFICATION

     

    SECTION
8.01.           Indemnities by the
Borrower.  (a)  Without limiting any other rights
that the Program Agent, any Administrative Agent or any Lender may have
hereunder or under applicable law, the Borrower hereby agrees to indemnify (and
pay upon demand to) the Program Agent, each Administrative Agent and each Lender
and their respective Affiliates, successors, assigns, officers, directors,
agents and employees (each, an “Indemnified Party”)
from and against any and all damages, losses, claims, taxes, liabilities, costs,
expenses and for all other amounts payable, including reasonable attorneys’ fees
(which attorneys may be employees of the Program Agent, such Administrative
Agent or such Lender) and disbursements (all of the foregoing being collectively
referred to as “Indemnified Amounts”)
awarded against or incurred by any of them arising out of or by reason of, (i)
the Borrower’s or Servicer’s (in its capacity as Servicer) failure to perform
any of its duties, covenants or other obligations in accordance with the
provisions of this Agreement or any other Facility Document, (ii) any
representation or warranty made by the Borrower or Servicer (in its capacity as
Servicer) (or any of their respective officers) under or in connection with this
Agreement, any other Facility Document or any other written information or
report delivered by the Borrower or Servicer pursuant hereto or thereto, which
shall have been false or incorrect when made or deemed made, (iii) any products
liability, personal injury or damage suit, or other similar claim arising out of
or in connection with any Equipment or other merchandise, insurance or services
that are performed by the Servicer or any of its Affiliates and that are the
subject of any Contract, (iv) any taxes (other than Excluded Taxes) that may at
any time be asserted against any Indemnified Party as a result of or relating to
the transactions contemplated herein and in the other Facility Documents,
including any sales, gross receipts in respect of the Contracts, gross margin,
general corporation, tangible personal property, personal property replacement
privilege or license taxes and costs, expenses and reasonable counsel fees in
defending against the same, whether arising by reason of the acts to be
performed by the Borrower or the Servicer under this Agreement or imposed
against the Program Agent, any Administrative Agent or any Lender or otherwise,
(v) any Contract being determined to not constitute an Eligible Contract, as
applicable, as of any Borrowing Date, Settlement Date, Take-Out Date or other
date on which such Contract is then being included in the calculation of
Outstanding Eligible Balance, (vi)  any statement set forth in Sections 4.01(a),
4.01(e), 4.01(q), 4.02(a), 4.02(e), 4.02(l) or 4.02(o) (deleting for
this purpose any exception or qualification otherwise contained therein
referring to material adverse effect or any similar concept) not being true and
accurate on the date the related representation and warranty is made, (vii) the
Borrower’s failure to obtain licenses in the appropriate jurisdictions required
for the Borrower to own, engage a servicer and pledge the Contracts hereunder or
otherwise to comply with the law, or (viii) any Indemnified Amounts based on or
resulting from:


    
      
         


      

      
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    (i)           the
failure by the Borrower, the Servicer or any Seller to comply with any
applicable law, rule or regulation with respect to any Contract, or the
nonconformity of any Contract with any such applicable law, rule or regulation
or any failure of any Seller to keep or perform any of its obligations, express
or implied, with respect to any Contract;

     

    (ii)          any
dispute, claim, offset or defense of the Obligor (other than discharge or stay
in bankruptcy of the Obligor) to the payment of any Contract (including, without
limitation, a defense based on such Contract not being a legal, valid and
binding obligation of such Obligor enforceable against it in accordance with its
terms), or any other claim resulting from the sale of the Equipment or other
merchandise or service provided by the Borrower or any of its Affiliates related
to such Pledged Contract or the furnishing or failure to furnish such
merchandise or services;

     

    (iii)         the
commingling of Collections of Contracts with other funds;

     

    (iv)         any
investigation, litigation or proceeding related to or arising from this
Agreement or any other Facility Document, the transactions contemplated hereby,
the use of the proceeds of the Borrowing, the ownership of the Contracts or any
other investigation, litigation or proceeding relating to the Borrower, the
Servicer or any Seller in which any Indemnified Party becomes involved as a
result of any of the transactions contemplated hereby;

     

    (v)          any
inability to litigate any claim against any Obligor in respect of any Contract
as a result of such Obligor being immune from civil and commercial law and suit
on the grounds of sovereignty from any legal action, suit or
proceeding;


    
      
         


      

      
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    (vi)         an
Insolvency Event has occurred with respect to SOI, any Seller or the
Borrower;

     

    (vii)        any
failure of Borrower to acquire and maintain legal and equitable title to, and
ownership of any Contract and the Related Security and Collections with respect
thereto from any Seller, free and clear of any Adverse Claim (other than as
created hereunder); or any failure of Borrower to give reasonably equivalent
value to any Seller, under the Receivables Sale Agreement in consideration of
the transfer by any Seller, of any Contract, or any attempt by any Person to
void such transfer under statutory provisions or common law or equitable
action;

     

    (viii)       any
failure to vest and maintain vested in the Program Agent, for the benefit of the
Secured Parties, or to transfer to the Program Agent, for the benefit of the
Secured Parties, a first priority perfected security interest in the Collateral,
free and clear of any Adverse Claim (except as created pursuant to the terms of
the Facility Documents);

     

    (ix)         the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or
other applicable laws with respect to the Collateral, and the proceeds of any
thereof in accordance with this Agreement, whether at the time of the Borrowing
or at any subsequent time;

     

    (x)           any
action or omission by the Borrower or the Servicer (in its capacity as such)
which reduces or impairs the rights of the Program Agent or the Secured Parties
(or any of their respective assigns) with respect to any Collateral or the value
of any Collateral;

     

    (xi)         any
attempt by the Borrower or any of its Affiliates to void the security interest
in the Collateral granted hereunder under statutory provisions or common law or
equitable action;

     

    (xii)        (i)
with respect to the Contracts set forth on the Contract Schedule as of the
Effective Date, the failure of any such Contract to be an Eligible Contract on
the Effective Date or (ii) with respect to the Contracts on any date included in
the calculation of the Outstanding Eligible Balance, the failure of any such
Contracts to be Eligible Contracts, on such date; and

     

    (xiii)       the
failure of the Servicer to remit any Collections to the Collection Account or
otherwise in accordance with the instruction of the Program Agent, whether by
reason of the exercise of setoff rights or otherwise.

     

    (b)           Notwithstanding
anything to the contrary contained in Section 8.01(a), the
Borrower shall have no obligation to indemnify (and shall not indemnify) any
Indemnified Party for:


    
      
         


      

      
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    (i)           Indemnified
Amounts to the extent that such Indemnified Amounts resulted from gross
negligence or willful misconduct on the part of the Indemnified Party seeking
indemnification;

     

    (ii)          Franchise
taxes imposed upon any Indemnified Party or taxes imposed by the federal
government or jurisdiction in which such Indemnified Party’s principal executive
office is located, on or measured by the overall net income of such Indemnified
Party;

     

    (iii)         Indemnified
Amounts to the extent the same include credit recourse with respect to any
Contract to the extent that such Contract is uncollectible solely on account of
the insolvency, bankruptcy or lack of creditworthiness of the related Obligor;
or

     

    (iv)         amounts
which are payable solely by a Seller or SOI directly to the Lenders under the
express terms of this Agreement or the other Facility Documents.

     

    SECTION
8.02.           Indemnities by the
Servicer.  (a)  Without limiting any other rights
that the Program Agent, any Administrative Agent or any Lender may have
hereunder or under applicable law, the Servicer hereby agrees to indemnify (and
pay upon demand to) each Indemnified Party from and against any and all
Indemnified Amounts awarded against or incurred by any of them arising out of or
by reason of (i) the Servicer’s failure to perform any of its servicing duties,
covenants or other obligations in accordance with the provisions of this
Agreement or any other Facility Document, (ii) any representation or warranty
made by the Servicer (or any officers of the Servicer), in its capacity as
servicer, under or in connection with this Agreement, any other Facility
Document or any other written information or report delivered by the Servicer
pursuant hereto or thereto, which shall have been false or incorrect when made
or deemed made, (iii) any statement set forth in Sections 4.02(a),
4.02(e), 4.02(l) or 4.02(o) (deleting for
this purpose any exception or qualification otherwise contained therein
referring to material adverse effect or any similar concept) not being true and
accurate on the date the related representation and warranty is
made,  or (iv) the Servicer’s failure to obtain licenses in the
appropriate jurisdictions required to service the Contracts, without giving
effect to any materiality qualifiers, including without limitation, Indemnified
Amounts based on or resulting from:

     

    (i)           the
failure by the Servicer to comply with any applicable law, rule or regulation
with respect to any Contract;

     

    (ii)          the
commingling of Collections of Contracts with other funds;

     

    (iii)         any
investigation, litigation or proceeding related to or arising from this
Agreement or any other Facility Document, the transactions contemplated hereby,
or any other investigation, litigation or proceeding relating to the Servicer
and its servicing duties hereunder in which any Indemnified Party becomes
involved as a result of any of the transactions contemplated
hereby;


    
      
         


      

      
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    (iv)         any
action or omission by the Servicer which reduces or impairs the rights of the
Program Agent or the Secured Parties (or any of their respective assigns) with
respect to any Collateral or the value of any Collateral;

     

    (v)          the
failure of the Servicer to remit any Collections to the Collection Account or
otherwise in accordance with the instruction of the Program Agent, whether by
reason of the exercise of setoff rights or otherwise.

     

    (b)           Notwithstanding
anything to the contrary contained in Section 8.02(a), the
Servicer shall have no obligation to indemnify (and shall not indemnify) any
Indemnified Party for Indemnified Amounts to the extent that such Indemnified
Amounts resulted from gross negligence or willful misconduct on the part of the
Indemnified Party seeking indemnification.

     

    SECTION
8.03.           Other Costs and
Expenses.  The Borrower shall reimburse the Program Agent on
demand for all reasonable costs and out-of-pocket expenses in connection with
the preparation, negotiation, arrangement, execution, delivery, and all
administration expenses relating to amendments or renewals subject to any
limitations set forth regarding Audits or other reviews as described in Sections 5.01 and
5.03 herein of
this Agreement and Section 7.02 of
the Receivables Sale Agreement, the transactions contemplated hereby and the
other documents to be delivered hereunder, including, without limitation, the
cost of any such Person’s auditors auditing the books, records and procedures of
the Borrower, all rating agency fees, reasonable fees and out-of-pocket expenses
of legal counsel for the Lenders (which such counsel may be employees of any of
the Lenders, the Administrative Agents or the Program Agent) with respect
thereto and with respect to advising the Lenders as to their rights and remedies
under this Agreement; provided that the
Borrower shall not be obligated to reimburse the costs and expenses of more than
one law firm serving as external counsel for the Program Agent and Lenders,
collectively, in connection with any such preparation, negotiation, arrangement,
execution, delivery, and administration of this Agreement and the other
documents delivered hereunder.  The cost of auditors will be paid in
accordance with Sections 5.01(d) and
5.03(d).  The
Borrower shall reimburse the Program Agent and any Lender on demand for any and
all costs and expenses of such Person, if any, including reasonable counsel fees
and expenses in connection with the enforcement of this Agreement and the other
documents delivered hereunder and in connection with any restructuring,
amendment or workout of this Agreement or such documents, or the administration
of this Agreement following an Event of Termination; provided that the
Borrower shall not be obligated to reimburse the costs and expenses of more than
one primary law firm (and, in addition to such primary law firm, one local
counsel engaged in each relevant jurisdiction by such primary law firm) serving
as counsel for the Program Agent and one primary law firm (and, in addition to
such primary law firm, one local counsel engaged in each relevant jurisdiction
by such primary law firm) as counsel for the Lenders in connection with any such
enforcement, amendment, workout or restructuring of this Agreement or any other
document delivered hereunder.


    
      
         


      

      
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    ARTICLE
IX   THE AGENTS

     

    SECTION
9.01.           Authorization and
Action.  Each Lender hereby appoints and authorizes its related
Administrative Agent and the Program Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to such
Administrative Agent or the Program Agent by the terms hereof, together with
such powers as are reasonably incidental thereto.  Except to the
extent provided in Section 9.07, the
provisions of this Article IX are solely
for the benefit of the Administrative Agents, the Program Agent and the Lenders,
and the Borrower shall not have any rights as a third-party beneficiary or
otherwise under any of the provisions hereof.  In performing their
functions and duties hereunder, the Administrative Agents shall act solely as
the agent for the respective Conduit Lenders and the Committed Lenders in the
related Lender Group and do not assume nor shall be deemed to have assumed any
obligation or relationship of trust or agency with or for the other Lenders, the
Borrower, the Servicer, any Seller, any Affiliate thereof or any of their
respective successors and assigns.  Each Administrative Agent and each
Lender authorizes the Program Agent to file each of the UCC financing or
continuation statements (and amendments thereto and assignments or terminations
thereof).

     

    SECTION
9.02.           Agents’ Reliance,
Etc.  Neither the Program Agent nor any Administrative Agent
nor any of their respective directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or such Administrative
Agent or the Program Agent under or in connection with this Agreement, except
for its or their own gross negligence or willful misconduct.  Without
limiting the generality of the foregoing, (i) each of the Program Agent and the
Administrative Agents: (a) may consult with legal counsel (including counsel for
the Borrower, the Servicer or any other Affiliate of a Seller, independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (b) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations made in or in connection with this
Agreement; (c) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement on the part of the Borrower, the Servicer or any other Affiliate of
any Seller or to inspect the property (including the books and records) of the
Borrower, the Servicer or any other Affiliate of any Seller; (d) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto, or for the perfection,
priority, condition, value or sufficiency of any collateral pledged in
connection herewith; and (e) shall incur no liability under or in respect of
this Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by facsimile)
believed by it to be genuine and signed or sent by the proper party or parties,
(ii) the Program Agent may rely without further inquiry on the statements made
to it by an Administrative Agent on behalf of its Lender Group, and (iii) the
Program Agent shall not have any obligation to take any action to enforce, or
incur any costs or expenses in connection with the enforcement of, any of the
Facility Documents or to collect any amounts due thereunder unless the Program
Agent is indemnified to its satisfaction and been provided assurances
satisfactory to it that it shall reimbursed for any and all such costs and
expenses.

     

    SECTION
9.03.           Agents and
Affiliates.  Each Administrative Agent and the Program Agent
and their respective Affiliates may engage in any kind of business with the
Borrower, any Seller or any Obligor, any of their respective Affiliates and any
Person who may do business with or own securities of the Borrower, any Seller or
any Obligor or any of their respective Affiliates, all as if such Persons were
not Administrative Agents and/or Program Agent and without any duty to account
therefor to any Lender.


    
      
         


      

      
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    SECTION
9.04.           Lender’s Loan
Decision.  Each Lender acknowledges that it has, independently
and without reliance upon the Program Agent, any Administrative Agent, any of
their respective Affiliates or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own evaluation and decision
to enter into this Agreement and, if it so determines, to make Loans
hereunder.  Each Lender also acknowledges that it will, independently
and without reliance upon the Program Agent, any Administrative Agent, any of
their respective Affiliates, or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own decisions in taking or not taking action under this Agreement.

     

    SECTION
9.05.           Delegation of
Duties.  The Program Agent and each Administrative Agent may
each execute any of its duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  Neither the Program Agent nor any
Administrative Agent shall be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable
care.

     

    SECTION
9.06.           Indemnification.  Each
Administrative Agent severally agrees to indemnify the Program Agent (to the
extent not reimbursed by the Borrower, the Servicer, or any Seller, ratably
according to the Pro Rata Share of its Lender Group, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Program Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Program Agent under this Agreement; provided that (i) no
Administrative Agent shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting or arising from the Program Agent’s gross
negligence or willful misconduct and (ii) no Administrative Agent shall be
liable for any amount in respect of any compromise or settlement of any of the
foregoing unless such compromise or settlement is approved by the Administrative
Agents.  Without limitation of the generality of the foregoing, each
Administrative Agent agrees to reimburse the Program Agent, ratably according to
the Pro Rata Share of its Lender Group, promptly upon demand, for any reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred by the
Program Agent in connection with the administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement;
provided that
no Administrative Agent shall be responsible for the costs and expenses of the
Program Agent in defending itself against any claim alleging the gross
negligence or willful misconduct of the Program Agent to the extent such gross
negligence or willful misconduct is determined by a court of competent
jurisdiction in a final and non-appealable decision.


    
      
         


      

      
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    SECTION
9.07.           Successor
Agents.  The Program Agent and each Administrative Agent may,
upon five (5) days’ notice to the Borrower, each Lender and each other party
hereto, resign as Program Agent or Administrative Agent, as
applicable.  If any such party shall resign as Program Agent or
Administrative Agent under this Agreement, then, in the case of the Program
Agent, the Committed Lenders and in the case of any Administrative Agent, its
related Conduit Lenders, during such five-day period shall appoint a successor
agent, whereupon such successor agent shall succeed to the rights, powers and
duties of the Program Agent or applicable Administrative Agent and references
herein to the Program Agent or such Administrative Agent shall mean such
successor agent, effective upon its appointment; and such former Program Agent’s
or Administrative Agent’s rights, powers and duties in such capacity shall be
terminated, without any other or further act or deed on the part of such former
Program Agent or Administrative Agent or any of the parties to this
Agreement.  After any retiring Program Agent’s or Administrative
Agent’s resignation hereunder as such agent, the provisions of Article VIII, this
Article IX and
Section 10.09
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Program Agent or a Administrative Agent under this
Agreement.

     

    ARTICLE
X   MISCELLANEOUS

     

    SECTION
10.01.          Amendments,
Etc.

     

    (a)           No
waiver of any provision of this Agreement nor consent to any departure by the
Borrower or the Servicer therefrom shall in any event be effective unless (w)
the same shall be in writing, (x) to the extent required under the Hedge
Agreements, if any, the Hedge Counterparties shall have consented to such
waiver, and (y) such waiver shall have been signed by the Required Lenders, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

     

    (b)           No
amendment to this Agreement shall be effective unless (w) the same shall be in
writing, (x) to the extent required under the Hedge Agreements, if any, the
Hedge Counterparties shall have consented to such amendment, and (y) except as
otherwise specifically provided herein, such amendment shall have been signed by
each of the Borrower, the Servicer and the Required Lenders; provided, that that
no amendment, modification or waiver shall change a Lender’s Commitment, its
Lender Group’s Lender Group Limit, its Conduit Lending Limit or its CP Rate
without its prior written consent; and, provided, further, that no
amendment, modification or waiver shall do any of the following without the
written consent of all of the Committed Lenders which are at such time
non-defaulting Lenders (unless otherwise indicated):

     

    (i)           extend
the Termination Date; provided that fewer
than all of the Committed Lenders may, solely with respect to themselves, agree
in accordance with the terms of Section 2.02(c) to
extend the Termination Date; provided further that such
extension shall not apply to any Lender that shall not have agreed to such
extension,

     

    (ii)          increase
the Aggregate Commitment,

     

    (iii)         extend
the date of any payment or deposit of Collections by the Borrower or the
Servicer, or extend the time of payment of any principal, Interest, Fees or any
other amount due hereunder, or reduce the amount of any principal, Interest,
Fees or other amount due hereunder at any time,


    
      
         


      

      
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    (iv)         release
the security interest in or transfer all or substantially all of the Collateral
(other than as contemplated in Section 2.16, Section 2.17 or Section
5.01(o)),

     

    (v)          amend
or modify Section
2.08,

     

    (vi)         amend
or modify this Section
10.01, or

     

    (vii)        amend
or modify any of the following definitions:

     

    Alternative
Rate

    Applicable
Margin

    Base
Rate

    Borrowing
Base

    Concentration
Limit

    Default
Rate

    Early
Amortization Event

    Eligible
Contract

    Event of
Termination

    Interest

    Minimum
Excess Spread Percentage

    Outstanding
Eligible Balance

    Required
Lender

    Servicer
Termination Event

    Target
Principal Payment Amount

    Unused
Fee

    Usage
Fee

     

    (c)           No
amendment to Section
2.18 of this Agreement shall be effective unless the same shall be in
writing and signed by each Administrative Agent and the Required
Lenders.

     

    SECTION
10.02.         Notices,
Etc.  All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including
communication by facsimile copy) and shall be personally delivered or sent by
registered mail, return receipt requested, or by courier or by facsimile or
electronic mail, to each party hereto, at its address set forth on Schedule II hereof or
at such other address as shall be designated by such party in a written notice
to the other parties hereto (and in the case of any notice to a Hedge
Counterparty hereunder, at the address specified in the applicable Hedge
Agreement).  All such notices and communications shall be effective,
upon receipt, or in the case of overnight courier, two (2) days after being
deposited with such courier, or, in the case of notice by facsimile or
electronic mail, when electronic confirmation of receipt is obtained, in each
case addressed as aforesaid.  In the event any written notice or other
communication is given by the Borrower or the Servicer solely to the Program
Agent, the Program Agent shall promptly provide a copy of such notice or other
communication to each Administrative Agent.


    
      
         


      

      
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    SECTION
10.03.          Assignability.

     

    (a)           Any
Conduit Lender may assign at any time all or any portion of its rights and
obligations hereunder and interests herein (i) without the consent of or prior
notice to any party hereto, to any one or more of the Committed Lenders in its
Lender Group, any Affiliate of its Administrative Agent, any Liquidity Provider
for such Conduit Lender or any commercial paper conduit  that is
administered by the Administrative Agent of its Lender Group or such
Administrative Agent’s Affiliate, and (ii) with the consent of the Borrower
(such consent not to be unreasonably withheld, delayed or conditioned), to any
other Person not listed in clause (i) above;
provided that
the consent of the Borrower shall not be required if an Event of Termination has
occurred and is continuing.

     

    (b)           Any
Administrative Agent may, with notice to the Borrower and the Servicer, and with
the consent of the Lenders in its Lender Group, assign at any time all or any
portion of its rights and obligations hereunder and interests herein to any
Lender or to any Affiliate of such Administrative Agent or any
Lender.

     

    (c)           Any
Committed Lender may, with the consent of the Borrower (such consent not to be
unreasonably withheld, delayed or conditioned) and with the consent of the
Administrative Agent for the Lender Group of which it is a member, assign at any
time all or any portion of its rights and obligations hereunder and interests
herein to any Person; provided, however, that the
consent of the Borrower shall not be required in connection with any assignment
by a Committed Lender (i) if an Event of Termination has occurred and is
continuing or (ii) to any other Lender or any Affiliate of such Committed
Lender.

     

    (d)           With
respect to any assignment hereunder, the parties to each such assignment
shall execute and deliver to the Program Agent, for its acceptance and recording
in the Register (as defined below), an Assignment and Acceptance, together with
a processing and recordation fee of $2,500.

     

    Upon such
execution, delivery, acceptance and recording from and after the effective date
specified in such Assignment and Acceptance, (x) the assignee thereunder shall
be a party to this Agreement and, to the extent that rights and obligations
under this Agreement have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and (y) the
assigning Lender shall, to the extent that rights and obligations have been
assigned by it pursuant to such Assignment and Acceptance, relinquish such
rights and be released from such obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto).


    
      
         


      

      
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    (e)           At
all times during which any Loan is outstanding, the Program Agent shall maintain
at its address referred to in Section 10.02 of this
Agreement (or such other address of the Program Agent notified by the Program
Agent to the other parties hereto) a register as provided herein (the “Register”).  The
Aggregate Principal Balance and any interests therein, and any Assignments and
Acceptances of the Aggregate Principal Balance or any interest therein delivered
to and accepted by the Program Agent, shall be registered in the Register, and
the Register shall serve as a record of ownership that identifies the owners of
the Aggregate Principal Balances and any interests
therein.  Notwithstanding any other provision of this Agreement, no
transfer of the Aggregate Principal Balances or any interest therein shall be
effective unless and until such transfer has been recorded in the
Register.  The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower, the Servicer, the
Program Agent, the Administrative Agents and the Lenders may treat each Person
whose name is recorded in the Register as a Lender, as the case may be, under
this Agreement for all purposes of this Agreement.  This Section 10.03(e)
shall be construed so that the Aggregate Principal Balance and any interest
therein is maintained at all times in “registered form” within the meaning of
Sections 163(f), 871(h) and 881(c) of the IRC.  Solely for the
purposes of this Section 10.03, the
Program Agent will act as an agent of the Borrower.  The Register
shall be available for inspection by the Borrower, the Servicer or any
Administrative Agent at any reasonable time and from time to time upon
reasonable prior notice.

     

    (f)           Upon
its receipt of an Assignment and Acceptance, the Program Agent shall, if such
Assignment and Acceptance has been duly completed, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower.

     

    (g)           Any
Lender may, without the consent of the Borrower, sell participations to one or
more banks or other entities (each, a “Participant”) in all
or a portion of its rights and obligations hereunder (including the outstanding
Loan); provided, that
following the sale of a participation under this Agreement, (i) the obligations
of such Lender shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Program Agent, the Servicer and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.  Any
agreement or instrument pursuant to which such Lender sells such a participation
shall provide that the Participant shall not have any right to direct the
enforcement of this Agreement or the other Facility Documents or to approve any
amendment, modification or waiver of any provision of this Agreement or the
other Facility Documents; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that
(i) reduces the amount of principal or Interest that is payable on account of
any Loan or delays any scheduled date for payment thereof or (ii) reduces any
fees payable by the Borrower to the Program Agent or such Lender’s
Administrative Agent, as applicable (to the extent relating to payments to the
Participant) or delays any scheduled date for payment of such
fees.  The Borrower acknowledges and agrees that any Lender’s source
of funds may derive in part from its Participants.  Accordingly,
references in Sections
2.11 through 2.15 and the other
terms and provisions of this Agreement and the other Facility Documents to
determinations, reserve and capital adequacy requirements, expenses, increased
costs, reduced receipts and the like as they pertain to the Lenders shall be
deemed also to include those of its Participants; provided, however, that in no
event shall the Borrower be liable to any Participant under Sections 2.11 through
2.15 for an
amount in excess of that which would be payable to the applicable Lender under
such sections at such time.

     

    (h)          Neither
the Borrower nor the Servicer may assign any of its rights or obligations
hereunder or any interest herein without the prior written consent of the
Program Agent and each Administrative Agent.


    
      
         


      

      
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    (i)           Notwithstanding
any other provision of this Agreement to the contrary, any Lender may at any
time pledge or grant a security interest in all or any portion of its rights
(including, without limitation, rights to payment of the principal balance of
the Loans made by it and Interest with respect thereto) hereunder pursuant to
repurchase transactions or other financing transactions as part of such Lender’s
ordinary course of business, including to secure obligations of such Lender to a
Federal Reserve Bank, without notice to or consent of the Borrower or the
Program Agent; provided that no such
pledge or grant of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or grantee for such Lender
as a party hereto.

     

    SECTION
10.04.         Additional Lender
Groups.  Upon the Borrower’s request with approval of the
Program Agent, an additional Lender Group may be added to this Agreement at any
time by the execution and delivery of a Joinder Agreement by the members of such
proposed additional Lender Group, the Borrower, and the Program
Agent.  Upon the effective date of such Joinder Agreement, (i) each
Person specified therein as a “Conduit Lender” shall become a party hereto as a
Conduit Lender, entitled to the rights and subject to the obligations of a
Conduit Lender hereunder, (ii) each Person specified therein as a “Committed
Lender” shall become a party hereto as a Committed Lender, entitled to the
rights and subject to the obligations of a Committed Lender hereunder, (iii)
each Person specified therein as an “Administrative Agent” shall become a party
hereto as an Administrative Agent, entitled to the rights and subject to the
obligations of an Administrative Agent hereunder and (iv) the Aggregate
Commitment shall be increased by an amount equal to the aggregate Commitments of
the Committed Lenders party to such Joinder Agreement.

     

    SECTION
10.05.          Consent to
Jurisdiction.

     

    (a)           Each
party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any
New York State or Federal court sitting in New York City in any action or
proceeding arising out of or relating to this Agreement, and each party hereto
hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. The parties hereto hereby
irrevocably waive, to the fullest extent they may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding. The
parties hereto agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.

     

    (b)           Each
party hereto hereby consents to the service of any and all process in any such
action or proceeding by the mailing of copies of such process to it at its
address specified in Section 10.02.
Nothing in this Section 10.05 shall
affect the right of any party hereto to serve legal process in any other manner
permitted by law.

     

    SECTION
10.06.        WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT OR ANY OTHER FACILITY DOCUMENT.


    
      
         


      

      
        101

        
          

        

      

      
         


      

    

     

    SECTION
10.07.         Right of
Setoff.  Each Lender is hereby authorized (in addition to any
other rights it may have) at any time after the occurrence of the Termination
Date due to the occurrence of an Event of Termination, or at any time that any
Borrower Obligation hereunder is due and payable, to set off, appropriate and
apply (without presentment, demand, protest or other notice which are hereby
expressly waived) any deposits and any other indebtedness held or owing by such
Lender to, or for the account of, the Borrower against the amount of the
Borrower Obligations owing by the Borrower to such Lender.  Each
Lender is hereby authorized (in addition to any other rights it may have) at any
time after the occurrence of either a Servicer Termination Event or the
Termination Date due to the occurrence of an Event of Termination, or at any
time that any payment obligation of the Servicer hereunder is due and payable,
to set off, appropriate and apply (without presentment, demand, protest or other
notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by such Lender to, or for the account of, the
Servicer against the amount of  such obligations owing by the Servicer
to such Lender.

     

    SECTION
10.08.         Ratable
Payments.  If any Lender, whether by setoff or otherwise, has
payment made to it with respect to any Borrower Obligations or obligation of the
Servicer in a greater proportion than that received by any other Lender entitled
to receive a ratable share of such amount, such Lender agrees, promptly upon
demand, to purchase for cash without recourse or warranty a portion of such
Borrower Obligations or Servicer obligation held by the other Lenders so that
after such purchase each Lender will hold its ratable proportion of such
Borrower Obligations or Servicer obligations, as applicable; provided, that if all
or any portion of such excess amount is thereafter recovered from such Lender,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, but without interest.

     

    SECTION
10.09.          Limitation of
Liability.

     

    (a)           Except
with respect to any claim arising out of the willful misconduct or gross
negligence of any Lender, any Administrative Agent, the Program Agent or their
respective Affiliates, directors, officers, employees, attorneys or agents (each
a “Lender
Party”), no claim may be made by any Transaction Party or any other
Person against any Lender Party for any special, indirect, consequential or
punitive damages in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated
by this Agreement or any other Facility Document, or any act, omission or event
occurring in connection herewith or therewith; and each of the Borrower and the
Servicer hereby waives, releases, and agrees not to sue upon any claim for any
such damages, whether or not accrued and whether or not known or suspected to
exist in its favor.

     

    (b)           Notwithstanding
anything to the contrary contained herein, the obligations of the Conduit
Lenders under this Agreement are solely the corporate obligations of each such
Conduit Lender and shall be payable only at such time as funds are actually
received by, or are available to, such Conduit Lender in excess of funds
necessary to pay in full all outstanding Promissory Notes issued by such Conduit
Lender and, to the extent funds are not available to pay such obligations, the
claims relating thereto shall not constitute a claim against such Conduit Lender
until such funds for such purpose thereafter become available.  Each
party hereto agrees that the payment of any claim (as defined in Section 101 of
Title 11 of the Bankruptcy Code) of any such party shall be subordinated to the
payment in full of all Promissory Notes.


    
      
         


      

      
        102

        
          

        

      

      
         


      

    

     

    (c)           No
recourse under any obligation, covenant or agreement of any Conduit Lender
contained in this Agreement shall be had against any incorporator, stockholder,
officer, director, member, manager, employee or agent of such Conduit Lender or
any of its Affiliates (solely by virtue of such capacity) by the enforcement of
any assessment or by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that this Agreement is
solely a corporate obligation of such Conduit Lender, and that no personal
liability whatever shall attach to or be incurred by any incorporator,
stockholder, officer, director, member, manager, employee or agent of any
Conduit Lender or any of its Affiliates (solely by virtue of such capacity) or
any of them under or by reason of any of the obligations, covenants or
agreements of such Conduit Lender contained in this Agreement, or implied
therefrom, and that any and all personal liability for breaches by any Conduit
Lender of any of such obligations, covenants or agreements, either at common law
or at equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, member, manager, employee or agent is hereby
expressly waived as a condition of and in consideration for the execution of
this Agreement; provided that the
foregoing shall not relieve any such Person from any liability it might
otherwise have as a result of fraudulent actions taken or fraudulent omissions
made by them.

     

    SECTION
10.10.         Taxes.  The
Borrower shall pay any and all stamp, sales, transfer and other taxes (including
income and franchise taxes) and fees (including, without limitation, UCC filing
fees and any penalties associated with the late payment of any UCC filing fees)
payable or determined to be payable in connection with the execution, delivery,
filing and recording of this Agreement or the other agreements and documents to
be delivered hereunder (including any UCC financing statements) and agrees to
indemnify the Program Agent, the Administrative Agents, the Lenders and the
Liquidity Providers against any liabilities with respect to or resulting from
any delay by the Borrower in paying or omission to pay such taxes and
fees.

     

    SECTION
10.11.         No
Proceedings.  The Borrower, the Servicer, each Lender, each
Administrative Agent and the Program Agent each hereby agrees that it will not
institute against any Conduit Lender any proceeding of the type referred to in
Section 7.01(e)
so long as any Promissory Notes of such Conduit Lender shall be outstanding or
there shall not have elapsed one year plus one day since
the last day on which any such Promissory Notes shall have been
outstanding.

     

    SECTION
10.12.          Confidentiality.

     

    (a)           By
accepting delivery of this Agreement, the Borrower agrees not to disclose to any
person or entity the contents of any Servicer Report, except (i) to the other
parties to this Agreement, (ii) to any Hedge Counterparty, (iii) to its and its
Affiliates’ officers, directors, employees, agents, accountants, legal counsel
and other representatives (collectively, the “Borrower
Representatives”) who have a need to know for the purpose of assisting in
the negotiation, completion and performance of this Agreement, and who agree (or
are deemed to agree) to be bound by the provisions of this section applicable to
the Borrower, (iii) in connection with any legal or regulatory action or
proceeding relating to this Agreement or the transactions contemplated hereby or
the exercise of any remedies hereunder, (iv) to the extent required by
applicable law, regulation, subpoena or other legal process, (v) to the extent
requested by any governmental or regulatory authority having jurisdiction over
the Borrower, any Seller or any Borrower Representative, and (vi) to any Rating
Agencies.  The Borrower will be responsible for any failure of any
Borrower Representative to comply with the provisions of this clause
(a).


    
      
         


      

      
        103

        
          

        

      

      
         


      

    

     

    (b)           The
Program Agent, the Administrative Agents and the Lenders will not disclose to
any person or entity any information of the Borrower, SOI or any Seller
furnished to the Program Agent, the Administrative Agents and the Lenders in
connection with this Agreement or any other Facility Document (the “Borrower
Information”), except (i) to their respective Affiliates’ officers,
directors, employees, agents, accountants, legal counsel and other
representatives or advisers (collectively, the “Lender
Representatives”) who have a need to know the Borrower Information for
the purpose of assisting in the negotiation, completion and performance of this
Agreement and who agree to be bound by the provisions in this section applicable
to the Program Agent, the Administrative Agents and the Lenders, (ii) to each
other, (iii) to any prospective or actual assignee or participant of any of them
who agree to be bound by the provisions of this section, (iv) to the extent
required by applicable law, regulation, subpoena or other legal process, (v) to
the extent requested by any governmental or regulatory authority having
jurisdiction over the Program Agent, the Administrative Agents, the Lenders or
any Lender Representative, (vi) to the Rating Agencies, (vii) to any actual or
potential subordinated investor in any Conduit Lender that has signed a
confidentiality agreement containing restrictions on disclosure substantially
similar to this Section 10.12(b),
(vii) by each Lender (or any Administrative Agent on its behalf), to a
nationally recognized statistical rating organization in compliance with Rule
17g-5 under the Securities Exchange Act of 1934, as amended (or to any other
rating agency in compliance with any similar rule or regulation in any relevant
jurisdictions), (viii) to liquidity providers, credit enhancers, dealers and
investors in respect of Promissory Notes of any Conduit Lender in accordance
with the customary practices of such Lender for disclosures to credit enhancers,
dealers or investors, as the case may be or any entity organized for purposes of
purchasing or making loans secured by financial assets for which any
Administrative Agent acts as program agent and who agree to be bound by the
provisions of this section, or (ix) any back-up servicer or successor servicer
or any Person following a Servicer Termination Event or an Event of
Termination.  The Program Agent, the Administrative Agents and each
Lender, as the case may be, will be responsible for any failure of any related
Lender Representative to comply with the provisions of this clause
(b).  Without limiting the generality of the foregoing, the
Program Agent, each Administrative Agent and each Lender shall observe any
applicable law prohibiting the disclosure of information regarding Obligors and
shall require of each Person to whom disclosure is made pursuant to this Section 10.12(b) to
observe any such applicable laws.

     

    (c)           Notwithstanding
any other provision herein, the Borrower (and its employees, representatives or
other agents) may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of this Agreement and all
materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.


    
      
         


      

      
        104

        
          

        

      

      
         


      

    


    SECTION
10.13.         No Waiver;
Remedies.  No failure on the part of the Program Agent, any
Administrative Agent, any Lender or any Liquidity Provider to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

     

    SECTION
10.14.         GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARDS TO CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW).

     

    SECTION
10.15.         Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

     

    SECTION
10.16.         Integration; Binding Effect;
Survival of Termination.  This Agreement and the other Facility
Documents executed by the parties hereto on the date hereof contain the final
and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof superseding
all prior oral or written understandings.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns (including any trustee in
bankruptcy).  Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms and
shall remain in full force and effect until the Final Collection Date; provided, however, that the
provisions of Sections
2.12,
2.13, 2.14 and Article VIII, and the
provisions of Sections
10.05, 10.06, 10.08, 10.09, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15 and this Section 10.16 shall
survive any termination of this Agreement.

     

    SECTION
10.17.         Headings.  The
captions and headings of this Agreement and in any Exhibit or Schedule hereto
are for convenience of reference only and shall not affect the interpretation
hereof or thereof.

     

    SECTION
10.18.        Third Party
Beneficiaries.  Each Hedge Counterparty shall be a third party
beneficiary to this Agreement solely for purposes of Sections 2.08, 2.16 and 10.02, and shall be
entitled to the rights and benefits thereunder.

     

    [REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        	 
      	
                SOC SPV1,
      LLC,

              
	 
      	
                as
      Borrower

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Jeffrey F. Kostrzewa

              
	 
      	
                Name:  Jeffrey
      F. Kostrzewa

              
	 
      	
                Title:    Treasurer

              
	 
      	 
      
	 
      	
                SNAP-ON CREDIT
      LLC,

              
	 
      	
                as
      Servicer

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Joseph Burger

              
	 
      	
                Name:  Joseph
      Burger

              
	 
      	
                Title:    President

              


      

    

    


    Signature
Page to

    Loan
and Servicing Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          
            
              	
                      JPMorgan Chase Bank, N.A.

                    	
                      JPMORGAN CHASE BANK,
      N.A.,

                    
	
                      Lender Group

                    	
                      as
      Program Agent,

                    
	 
      	
                      as
      an Administrative Agent and

                    
	 
      	
                      as
      a Committed Lender

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Trisha Lesch

                    
	 
      	
                      Name:  Trisha
      Lesch

                    
	 
      	
                      Title:    Vice
      President

                    
	 
      	 
      
	 
      	
                      FALCON
      ASSET SECURITIZATION

                    
	 
      	
                      COMPANY LLC, as a
      Conduit Lender

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      JPMorgan
      Chase Bank, N.A.,

                    
	 
      	 
      	
                      its
      Attorney-in-Fact

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Trisha Lesch

                    
	 
      	
                      Name:  Trisha
      Lesch

                    
	 
      	
                      Title:    Vice
      President

                    


            

          

        

      

    

    


    Signature
Page to

    Loan
and Servicing Agreement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    FORM OF
BORROWING NOTICE

     

    ________  ___,
20___

     

    JPMorgan
Chase Bank, N.A.

    10 South
Dearborn, 13th
Floor

    Chicago,
IL 60603

    
      	
              Attention:

            	
              Asset
      Backed Securities Trust Group

            


    

    
      	
              Facsimile
      No.:

            	
              312-732-1844

            


    

    


    Ladies
and Gentlemen:

    


    Reference
is hereby made to the Loan and Security Agreement, dated as of October 1, 2010
among SOC SPV1, LLC (the “Borrower”), Snap-on
Credit LLC, as Servicer, the Conduit Lenders from time to time party thereto,
the Committed Lenders from time to time party thereto, the Administrative Agents
from time to time party thereto, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as
Program Agent (as amended, restated, supplemented or otherwise modified from
time to time, the “Loan
Agreement”).  Capitalized terms used herein but not defined
herein shall have the meanings set forth in the Loan Agreement.

    


    1.  Borrowing
Notice.  This letter constitutes a Borrowing Notice issued
pursuant to Section
2.02 of the Loan Agreement, and in connection therewith the Borrower
provides the following information:

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower hereby requests to borrow from the Lenders on a pro rata basis an
      aggregate principal amount of $ _____________ (the “Requested
      Advance”) in Loans on the following date: _____________ (the “Borrowing
      Date”).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Contracts that are the subject of this Borrowing Notice are identified on
      Schedule
      I attached hereto.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Cutoff Date for the Requested Advance is
  _____________.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Tranche Period for the Requested Advance is
  _____________.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Rate Type for this Requested Advance is the [Adjusted LIBO Rate] [Base
      Rate] [CP Rate].

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      applicable, the Hedging Rate prevailing under each Hedge Agreement for the
      Loans comprising this Advance is
  ________________.

            


    

     

    2.  Representations and
Warranties.  The Borrower hereby certifies that the following
statements are true on the date hereof, and will be true on the Borrowing Date
before (except with respect to clause (f) below) and
after giving effect to the Requested Advance:


    
      
         


      

      
        Exhibit
A-1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (a)

            	
              As
      of the Cutoff Date, each of the Contracts listed on Schedule I
      attached hereto is an Eligible
Contract.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      event has occurred or would result from the extension of the Requested
      Advance which constitutes an Event of Termination, an Early Amortization
      Event, a Servicer Termination Event, an Incipient Event of Termination or
      an event that but for notice or lapse of time or both would constitute an
      Early Amortization Event.

            


    

     

    
      	
               
      

            	
              (c)

            	
              After
      giving effect to the Requested Advance, (i) the Aggregate Principal
      Balance as of the Borrowing Date is less than or equal to the lesser of
      (A) the Aggregate Commitment or (B) the Borrowing Base, and (ii) the
      Overconcentration Amount is equal to zero, as evidenced in the Borrowing
      Base Certificate attached hereto as Schedule II.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      representations and warranties contained in Article IV of
      the Loan Agreement are correct in all material respects on and as of the
      Borrowing Date as though made on such date (except (i) for those
      representations and warranties which were made only as of a specific date
      which such representations and warranties shall be true and correct in all
      material respects on and as of the date made and (ii) for the
      representations and warranties made in Section
      4.02(i)(i) of the Loan
Agreement).

            


    

     

    
      	
               
      

            	
              (e)

            	
              Each
      of the conditions precedent set forth in Sections 3.02
      and 3.03
      of the Receivables Sale Agreement have been met or waived to the
      satisfaction of the Administrative
Agents.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      applicable, the Borrower has procured Eligible Hedge Agreements with
      Eligible Hedge Counterparties in an amount not less than the Aggregate
      Principal Balance after giving affect to the Requested
      Advance.

            


    

     

    [Remainder
of Page Left Intentionally Blank]

     

    
      
        
        

      

      
        Exhibit
A-2

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the undersigned has caused this Borrowing Notice to be executed
by its duly authorized officer as of the date first above written.

     

    
      
        
          	 
      	
                  SOC
      SPV1, LLC, as Borrower

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        Exhibit
A-3

        
          

        

      

      
         


      

    

     

    SCHEDULE
I

     

    TO

     

    BORROWING
NOTICE


     

    LIST OF
CONTRACTS

     

    [Attached]


    
      
         


      

      
        Exhibit
A-4

        
          

        

      

      
         


      

    

     

    SCHEDULE
II

     

    TO

     

    BORROWING
NOTICE


     

    BORROWING BASE
CERTIFICATE

     

    [Attached]


    
      
         


      

      
        Exhibit
A-5

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    FORM OF
NOTE

     

    Attached


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM
OF NOTE

    


     

    [_____]

     

    NOTE

     

    
      	
              $[______]

            	
              [_______],
      2010

            


    

    


    SOC SPV1,
LLC, a Delaware limited liability company (the “Borrower”), HEREBY
PROMISES TO PAY TO THE ORDER OF [_________], or its registered assigns (the
“Administrative
Agent”) for the benefit of the Lenders in the related Lender Group, the
principal sum of [____________] DOLLARS ($[_________]) or, if less, the unpaid
Principal Balance of its portion of the Loans funded or maintained by the
Lenders related to the Administrative Agent to or for the benefit of the
Borrower under the below-described Loan and Servicing Agreement. The Borrower
promises to pay interest on the unpaid Principal Balance of such Loans for each
day outstanding until such Principal Balance is paid in full, at such interest
rates, and payable at such times, as are specified in the Loan and Servicing
Agreement.

     

    All
payments of principal and interest by the Borrower hereunder shall be made in
immediately available funds to the Administrative Agent for the benefit of the
Lenders in the related Lender Group at the designated office of the
Administrative Agent under the Loan and Servicing Agreement and on the dates set
forth in the Loan and Servicing Agreement.  If not paid in full as of
any earlier date, the Principal Balance of the Loan and all accrued and unpaid
Interest thereon shall be due and payable in full on the Termination Date.


     

    The
Administrative Agent on behalf of the Lenders in its Lender Group, shall, and is
hereby authorized to, record in accordance with its usual practice, the date and
amount of the Loan and the date and amount of each principal payment hereunder
on the schedule annexed hereto and any such recordation shall constitute prima
facie evidence of the accuracy of the amount so recorded; provided, that the
failure of the Administrative Agent to make such recordation (or any error in
such recordation) shall not affect the obligations of the Borrower hereunder or
under the Loan and Servicing Agreement to the Administrative Agent for the
benefit of the Lenders in its Lender Group.

     

    This Note
is issued pursuant to, and is entitled to the benefits of, that certain Loan and
Servicing Agreement, dated as of October 1, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan and Servicing
Agreement”), among the Borrower, Snap-on Credit LLC, as Servicer, the
Conduit Lenders from time to time party thereto, the Committed Lenders from
time to time party thereto, the Administrative Agents from time to time
party thereto, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as
Program Agent, to which reference is hereby made for a statement of the terms
and conditions governing this Note, including the terms and conditions under
which this Note may be prepaid or its maturity date
accelerated.  Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the Loan and Servicing
Agreement.  In the event of any conflict between the provisions
contained in this Note and the provisions of the Loan and Servicing Agreement,
the provisions of the Loan and Servicing Agreement shall
control.  This Note is secured by the Collateral as more particularly
described in the Loan and Servicing Agreement.


    
      
         


      

      
        Exhibit
B-2-1

        
          

        

      

      
         


      

    

     

    The
Borrower hereby waives presentment, demand, protest and notice of any
kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

     

    THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARDS TO CONFLICT OF LAW PRINCIPLES THEREOF
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS
LAW).

     

    [Remainder of page
intentionally left blank]


    
      
         


      

      
        Exhibit
B-2-2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Borrower has caused this instrument to be duly executed as
of the date first written above.

    


    
      
        
          	 
      	
                  SOC
      SPV1, LLC

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        Exhibit
B-2-3

        
          

        

      

      
         


      

    


    ANNEX

     

    Schedule
of Repayments

     

    
      
        	
                
                  Date
      of Advance/Repayment

                

              	 	
                
                  Amount

                

              	 
	 
      	 	 	 
	
                (Initial
      Principal Balance)

              	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 
	 
      	 	 	 	 
	 
      	 	$	  
      	 


      

    


    
      
         


      

      
        Exhibit
B-2-4

        
          

        

      

      
         


      

    


    EXHIBIT
C-1

     

    FORM OF
MONTHLY REPORT AFTER FIRST FUNDING DATE

     

    
      
        Snap-on Credit LLC

        Sample
Monthly Report

        For
the                                                 
Settlement Date

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Beginning
      of Monthly Period  

                                                                	 	 
      	 	 	 	 
      	 	 	 
	
                                                                  End
      of Monthly Period

                                                                	 	 
      	 	 	 	 
      	 	 	 
	
                                                                  Monthly
      Reporting Date

                                                                	 	 
      	 	 	 	 
      	 	 	 
	
                                                                  Settlement
      Date

                                                                	 	 
      	 	 	 	 
      	 	 	 
	
                                                                  Number
      of days in interest period (ACT/360 basis)

                                                                	 	 
      	 	 	 	 
      	 	 	 
	
                                                                  Number
      of days in interest period (30/360 basis)

                                                                	 	 
      	 	 	 	 
      	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  I.
      OUTSTANDING ELIGIBLE BALANCE CALCULATION

                                                                	 	 
      	 	 	 	
                                                                   
           

                                                                	 	 	 	 
	 
      	 	 
      	 	 	 	
                                                                   
           

                                                                	 	 	 	 
	
                                                                  Outstanding
      Eligible Balance at beginning of Monthly Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Eligible Balance of Contracts pledged to the facility during the Monthly
      Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Eligible Balance of "add-on" Contracts pledged to the facility during the
      Monthly Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Monthly
      principal amounts

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Principal
      collections on Contracts outstanding at end of Monthly
    Period

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Principal
      collections on Contracts paid off in full during Monthly
      Period

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Fair
      Market Value recoveries

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Loss
      Recoveries

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Other
      Recoveries

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Outstanding
      Balance of Contracts that were refinanced via "add-on" contracts
      (repayment of existing contract)

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Balance of Contracts that became a Charged-Off Contract during Monthly
      Period

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Outstanding
      Balance of Contracts re-purchased by Seller or Servicer during Monthly
      Period

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	
                                                                  Other
      adjustments

                                                                	 	 
      	 	 	 	
                                                                     

                                                                	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Decrease
      / (Increase) of Outstanding Balance of Contracts

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Eligible Balance Contracts at end of Monthly Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Balance of Contracts that are not Eligible contracts at end of Monthly
      Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Balance of Contracts subject to a prepayment subsequent to the Monthly
      Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Overconcentration
      Amount

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Eligible Balance of Contracts at end of Monthly Period after
      adjustments

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Beginning
      Aggregate Principal Balance of Loans (borrowings under
      facility)

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Additional
      Borrowings during the Monthly Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Reductions
      in the Aggregate Principal Balance of Loans due to
    prepayments

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Target
      Principal Payment Amount

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Ending
      Aggregate Principal Balance of Loans

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  I.A.
      ACTIVITY SUBSEQUENT TO MONTHLY PERIOD

                                                                	 	 
      	 	 	 	
                                                                   
           

                                                                	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  Outstanding
      Eligible Balance of Contracts pledged to the facility subsequent to the
      Monthly Period

                                                                	 	 
      	 	 	 	
                                                                   
         

                                                                	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  II.
      FEES

                                                                	 	 
      	 	 	 	
                                                                   
           

                                                                	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  A.       
      Average Aggregate Principal Balance of Loans

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  B.       
      Weighted Average CP Rate

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                              Interest
      payable to J.P. Morgan during Monthly Period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  C.       
      Weighted Average Base Rate/LIBOR Rate

                                                                	 	 
      	 	
                                                                  N.A

                                                                	 	
                                                                  unless
      default, bank funded etc.  

                                                                	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  D.       
      365/360 days in period

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                  E.        
      Usage Fee Payable

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                    i.     
      Average Aggregate Principal Balance of Loans

                                                                	 	 
      	 	 	 	 
      	 	 	 	 
	
                                                                   ii.     
      Usage Fee

                                                                	 	 
      	 	 	0.90	%	 
      	 	 	 	 
	
                                                                  iii.     
      Total Usage Fee (calculated)

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  iv.    
       Total Usage Fee (as reported by banks)

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  F.        
      Unused Fee Payable

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                   
      i.      102% of Aggregate
    Commitment

                                                                	 	 
      	 	$	102,000,000	 	 
      	 	 	 	 
	
                                                                   ii.    
       Unused Fee

                                                                	 	 
      	 	 	0.45	%	 
      	 	 	 	 
	
                                                                  iii.     
      Total Unused Fee

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  G.       
      Servicer Fee

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                   
      i.      Servicer Fee percentage

                                                                	 	 
      	 	 	1.00	%	 
      	 	 	 	 
	
                                                                   ii.     
      Outstanding Eligible Balance of C\ontracts pledged on first day of Monthly
      Period

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  iii.     
      Outstanding Eligible Balance of C\ontracts pledged on last day of Monthly
      Period

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  iv.     
      Simple average of Outstanding Balance of all Contracts constituting
      Collateral

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                   v.      Total
      Servicer Fee

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  vi.     
      Previous month Servicer Fee shortfall

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	 
      	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  H.       
      Total yield and fees due to J.P. Morgan (per calculation)

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                  I.         
      Total yield and fees due to J.P. Morgan (per invoice)

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 
	
                                                                             
      Difference (check)

                                                                	 	 
      	 	 	 	 	 
      	 	 	 	 


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
            
            

          

          
            Exhibit
C-1

            
              

            

          

          
            
            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                               

                              
                                	
                                        III.
      CALCULATION OF BORROWING BASE

                                      	 	
                                         

                                      	 	 	 	   	 
      
	 
      	 
      	
                                         

                                      	 
      	 
      	 
      	  	 
      
	
                                        Hedge
      Event Date? (Yes or No)

                                      	 	
                                         

                                      	 	 	 	   	 
      
	 
      	 	 	 	 	 	 	 
	
                                        Outstanding
      Eligible Balance of Contracts at the end of the Monthly
    Period

                                      	 	 	 	 	 	 	 
	
                                        Less
      the greatest of (A), (B) and (C):

                                      	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 
	
                                        (A)
      Dynamic enhancement calculation:

                                      	 	 	 	 	 	 	 
	
                                        3-month
      average Loss-to-Liquidation Ratio (conduit portfolio)

                                      	  
      	
                                           
      

                                      	  
      	 
      	  
      	     	  
      
	
                                        5 *
      3-month average Loss-to-Liquidation Ratio

                                      	 	
                                         
      

                                      	 	 	 	   	 
	
                                        Excess
      spread adjustment

                                      	 	 	5.00	%
       	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Required
      enhancement

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        (B)
      Advance Rate Floor calculation:

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Applicable
      Level 1 rate

                                      	 	 	 	 	 	 	 	 
	
                                        Applicable
      Level 2 rate

                                      	 	 	 	 	 	 	 	 
	
                                        Applicable
      Advance Rate Floor

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Required
      enhancement

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        (C)
      Peak Principal Amount calculation:

                                      	 	 	 	 	 	 	 	 
	
                                        Greatest
      Outstanding Eligible Balance since the most recent date the Aggregate
      Prinicipal Balance was reduced to zero

                                      	 	 	 	 	 	 	 	 
	
                                        Percentage
      of Peak Prinicipal Amount

                                      	 	 	2	%
       	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Borrowing
      Base (Outstanding Eligible Balance less the greatest of (A), (B), and
      (C)

                                      	 	 	 	 	 	 	 	 
	
                                        Borrowing
      Base Compliance?

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Target
      Principal Payment Amount:

                                      	 	 	 	 	 	 	 	 
	
                                        Aggregate
      Principal Balance of Loans as of the last day of the Monthly Period (prior
      to payment of Target Principal Payment Amount)

                                      	 	 	 	 	 	 	 	 
	
                                        Eligilble
      Pool Balance (includes addition of assets subsequent to the Monthly
      Period)

                                      	 	 	 	 	 	 	 	 
	
                                        Required
      O/C Amount

                                      	 	 	 	 	 	 	 	 
	
                                        Target
      Principal Payment Amount

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Excess
      Spread Ratio Calculation

                                      	 	 	 	 	 	 	 	 
	
                                        (A)
      Sum
      of:            
      (i) Interest or finance charges (excl. amounts payable under 2.08(b) and
      (c)) accrued during Monthly Period

                                      	 	 	 	 	 	 	 	 
	
                                         
      (ii) any net payments received under any Hedge Agreemnts

                                      	 	 	 	 	 	 	 	 
	
                                        Less

                                      	 	 	 	 	 	 	 	 
	
                                        (B)
      Sum
      of:             
      (i) Usage Fee

                                      	 	 	 	 	 	 	 	 
	
                                          
      (ii) Unused Fee

                                      	 	 	 	 	 	 	 	 
	
                                          
      (iii) Servicer Fee

                                      	 	 	 	 	 	 	 	 
	
                                          
      (iv) Back-up Servicing Fee (if applicable)

                                      	 	 	 	 	 	 	 	 
	
                                          
      (v) Other Fees payable by the Borrower

                                      	 	 	 	 	 	 	 	 
	
                                          
      (vi) Accrued and unpaid interest on Loans (prior to Hedge Event
      Date)

                                      	 	 	 	 	 	 	 	 
	
                                          
      (vii) Cap payments (after Hedge Event Date), WA Cap Rate * aggregate
      notional amount

                                      	 	 	 	 	 	 	 	 
	
                                          
      (viii) Other costs and expenses of the Borrower

                                      	 	 	 	 	 	 	 	 
	
                                        Excess
      Spread

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Excess
      Spread Ratio

                                      	 	 	 	 	 	 	 	 
	
                                        Minimum
      Required Excess Spread Percentage

                                      	 	 	7.00	%
       	 	 	 	 
	
                                        Compliance?

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        IV.
      CALCULATION OF AVAILABLE COLLECTIONS AND DISTRIBUTIONS

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Total
      Distribution Amount:

                                      	 	 	 	 	 	 	 	 
	
                                        Principal
      collections on Contracts during Monthly Period

                                      	 	 	 	 	 	 	 	 
	
                                        Interest
      collections on Contracts during Monthly Period

                                      	 	 	 	 	 	 	 	 
	
                                        Recoveries

                                      	 	 	 	 	 	 	 	 
	
                                        Late
      Payment Penalty and Similar Fees (amounts in excess of 1%
    cap)

                                      	 	 	 	 	 	 	 	 
	
                                        Repurchase
      Prices received

                                      	 	 	 	 	 	 	 	 
	
                                        Amounts
      paid for the removal of Defaulted Contracts

                                      	 	 	 	 	 	 	 	 
	
                                        Repurchase
      Price received in respect of "add-on" contracts

                                      	 	 	 	 	 	 	 	 
	
                                        Net
      amounts received in respect of Hedge Agreements

                                      	 	 	 	 	 	 	 	 
	
                                        Net
      termination payments received from Hedge Counterparties

                                      	 	 	 	 	 	 	 	 
	
                                        Servicer
      Advances made on such Settlement Date

                                      	 	 	 	 	 	 	 	 
	
                                        Investment
      earnings received

                                      	 	 	 	 	 	 	 	 
	
                                        Total
      Distribution Amount

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Application
      of Collections in order of priority:

                                      	 	 	 	 	 	 	 	 
	
                                         
      1) to the Servicer, return of previous month's Servicer
      Advances

                                      	 	 	 	 	 	 	 	 
	
                                           
        2a) to the Servicer, Servicer Fees

                                      	 	 	 	 	 	 	 	 
	
                                             
      2b) to Back-up Servicer, Back-up Servicing (if applicable)

                                      	 	 	 	 	 	 	 	 
	
                                              
      3)  to the Administrative Agents and Program Agent, accrued and
      unpaid Interest and Fees

                                      	 	 	 	 	 	 	 	 
	
                                                   4a) 
      to the Administrative Agents, Target Principal Payment
    Amount

                                      	 	 	 	 	 	 	 	 
	
                                                 
       4b)  to the Hedge Counterparties, Swap Termination Payments
      (capped at $1mm)

                                      	 	 	 	 	 	 	 	 
	
                                              
      5)  to the Hedge Counterparties, previously unpaid Swap Termination
      Payments

                                      	 	 	 	 	 	 	 	 
	
                                              
      6)  to any Secured Party, Borrower Obligations unpaid in #1-5
      above

                                      	 	 	 	 	 	 	 	 
	
                                              
      7)  to the Servicer, Late Payment Penalty and Similar Fees not
      previously paid

                                      	 	 	 	 	 	 	 	 
	
                                              
      8)  to the Borrower, all remaining funds

                                      	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                        Total
      distributions

                                      	 	 	 	 	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                           

                                                                                          
                                                                                            	
                                                                                                    V.
      CONDUIT POOL PERFORMANCE INFORMATION

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	
                                                                                                    Non-Reportable
      Ratio

                                                                                                  	
                                                                                                     
       

                                                                                                  	 	 
      	 	
                                                                                                    Number of

                                                                                                  	 	  
	
                                                                                                    (Conduit
      portfolio)

                                                                                                  	
                                                                                                     
       

                                                                                                  	 	 
      	 	
                                                                                                    Contracts

                                                                                                  	 	
                                                                                                    Amount

                                                                                                  
	 
      	
                                                                                                    Outstanding
      Balance of "exempt or non accrual status" at end of month

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Outstanding
      Balance of contracts in bankruptcy, insolvency or similar proceedings at
      end of month

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Non-Reportable
      Ratio for current Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Non-Reportable
      Ratio for preceding Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Non-Reportable
      Ratio for second preceding Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    3-month
      average Non-Reportable Ratio

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Early
      Amortization Trigger Level

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Compliance

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Event
      of Termination Trigger Level

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Compliance
       

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	
                                                                                                    Loss-to-Liquidation
      Ratio

                                                                                                  	
                                                                                                     
       

                                                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                                                    (Conduit
      portfolio)

                                                                                                  	
                                                                                                     
       

                                                                                                  	 	 
      	 	 
      	 	
                                                                                                    Amount

                                                                                                  
	 
      	
                                                                                                    Loss
      Proxy calculation:

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Initial
      Defaults

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Fair
      Market Value Recoveries

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Fair
      Market Value Recovery Assumption

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Loss
      Recoveries

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Loss
      Recovery Assumption

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Other
      Recoveries

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Other
      Recovery Assumption

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Loss
      Proxy

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Aggregate
      amount of principal Collections, fees and expenses received during Monthly
      Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Aggregate
      amount of Repurchase Prices received for "add-on" contracts during Monthly
      Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Loss-to-Liquidation
      Ratio for current Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Loss-to-Liquidation
      Ratio for preceding Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Loss-to-Liquidation
      Ratio for second preceding Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    3-month
      average Loss-to-Liquidation Ratio

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Early
      Amortization Trigger Level

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Compliance

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Event
      of Termination Trigger Level

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Compliance
       

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	
                                                                                                    Delinquency
      Ratio

                                                                                                  	
                                                                                                       

                                                                                                  	 	
                                                                                                    Number of

                                                                                                  	 	
                                                                                                    Outstanding Balance

                                                                                                  	 	
                                                                                                    % of Outstanding Eligible Balance at

                                                                                                  
	
                                                                                                    (Conduit portfolio)

                                                                                                  	
                                                                                                    Status

                                                                                                  	 	
                                                                                                    Contracts

                                                                                                  	 	
                                                                                                    at end of Monthly Period

                                                                                                  	 	
                                                                                                    beginning of Monthly Period

                                                                                                  
	 
      	
                                                                                                    Current

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Prepaid

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    1-29

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    30-59

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    60-89

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    90-119

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    120-149

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    149+

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Totals

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Delinquency
      Ratio for current Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Delinquency
      Ratio for preceding Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Delinquency
      Ratio for second preceding Monthly Period

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    3-month
      average Delinquency Ratio

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Early
      Amortization Trigger Level

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Compliance

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Event
      of Termination Trigger Level

                                                                                                  	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                                    Compliance

                                                                                                  	 	 
      	 	 
      	 	 
      


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  V.
      MANAGED POOL PERFORMANCE INFORMATION

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	
                                                                  Managed
      Pool

                                                                	
                                                                   
       

                                                                	 	 
      	 	 
      	 	 
      
	
                                                                  Non-Reportable
      Ratio

                                                                	
                                                                   
       

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Principal
      Balance of Managed Receivables that are "exempt or non accrual status" at
      end of month

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Principal
      Balance of Managed Receivables in bankruptcy, insolvency or similar
      proceedings at end of month

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Principal
      Balance of Managed Receivables as of the last day of the
    month

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Pool Non-Reportable Ratio for current Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Pool Non-Reportable Ratio for preceding Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Pool Non-Reportable Ratio for second preceding Monthly
    Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  3-month
      average Managed Pool Non-Reportable Ratio

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Early
      Amortization Trigger Level

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Compliance

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Event
      of Termination Trigger Level

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Compliance
       

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	
                                                                  Managed
      Pool

                                                                	
                                                                   
       

                                                                	 	 
      	 	 
      	 	 
      
	
                                                                  Loss-to-Liquidation
      Ratio

                                                                	
                                                                   
       

                                                                	 	 
      	 	 
      	 	
                                                                  Amount

                                                                
	 
      	
                                                                  Managed
      Loss Proxy calculation:

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Initial Defaults

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Fair Market Value Recoveries

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Fair
      Market Value Recovery Assumption

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Loss Recoveries

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Loss
      Recovery Assumption

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Other
      recoveries on Managed Receivables

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Other
      Recovery Assumption

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Managed
      Loss Proxy

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Aggregate
      amount of principal collections, fees and expenses received on Managed
      Receivables during the Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Loss-to-Liquidation
      Ratio for current Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Loss-to-Liquidation
      Ratio for preceding Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Loss-to-Liquidation
      Ratio for second preceding Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  3-month
      average Loss-to-Liquidation Ratio

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Early
      Amortization Trigger Level

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Compliance

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Event
      of Termination Trigger Level

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Compliance
       

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	
                                                                  Managed
      Pool

                                                                	
                                                                     

                                                                	 	
                                                                  Number of

                                                                	 	
                                                                  Aggregate principal balance

                                                                	 	
                                                                  % of aggregate principal balance at

                                                                
	
                                                                  Delinquency Ratio

                                                                	
                                                                  Status

                                                                	 	
                                                                  Contracts

                                                                	 	
                                                                  at end of Monthly Period

                                                                	 	
                                                                  beginning of Monthly Period

                                                                
	 
      	
                                                                  Current

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Prepaid

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  1-29

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  30-59

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  60-89

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  90-119

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  120-149

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  149+

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Totals

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Aggregate
      principal balance at beginning of Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Delinquency
      Ratio for current Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Delinquency
      Ratio for preceding Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Delinquency
      Ratio for second preceding Monthly Period

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  3-month
      average Delinquency Ratio

                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Early
      Amortization Trigger Level

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Compliance

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Event
      of Termination Trigger Level

                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                  Compliance
       

                                                                	 	 
      	 	 
      	 	 
      


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                   

                                                                                                  
                                                                                                    	VI.
      ADDITIONAL CONTRACT INFORMATION AND CONCENTRATION LIMITS
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	
                                                                                                            Beginning
      of

                                                                                                          	 
      	
                                                                                                            End
      of

                                                                                                          	 
      
	 	
                                                                                                            Contract
      Data

                                                                                                          	 	 
      	 
      	 
      	 
      	
                                                                                                            Monthly
      Period

                                                                                                          	 
      	
                                                                                                            Monthly
      Period

                                                                                                          	 
      
	 	
                                                                                                            Number
      of Contracts

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Outstanding
      Eligible Balance of Contracts

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Weighted
      average original term

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Weighted
      average remaining term

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Weighted
      average aging

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Weighted
      average FICO

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Weighted
      average interest rate

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	
                                                                                                            Outstanding
      Eligible Balance

                                                                                                          	 
      	
                                                                                                            % of
      Outstanding Eligible Balance at

                                                                                                          	 
      
	 	
                                                                                                            Interest
      rate

                                                                                                          	 	 
      	 
      	 
      	 
      	
                                                                                                            of
      Contracts

                                                                                                          	 
      	
                                                                                                            End
      of Monthly Period

                                                                                                          	 
      
	 	
                                                                                                            0.000%
      - 5.000%

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            5.001%
      - 10.000%

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            10.001%
      - 15.000%

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            15.001%
      - 20.000%

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            20.001%
      or greater

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 	
                                                                                                            Outstanding
      Eligible Balance

                                                                                                          	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Concentration
      Limit

                                                                                                          	 	
                                                                                                            of
      Contracts

                                                                                                          	 
      	
                                                                                                            Concentration
      Limit (%)

                                                                                                          	 
      	
                                                                                                            Concentration
      Limit ($)

                                                                                                          	 
      	
                                                                                                            Compliance

                                                                                                          	 
      
	 	
                                                                                                            Contracts
      with terms 49-60 months

                                                                                                          	 	 
      	 
      	
                                                                                                            35.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            State
      Limits

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Texas

                                                                                                          	 	 
      	 
      	
                                                                                                            10.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            California

                                                                                                          	 	 
      	 
      	
                                                                                                            10.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Pennsylvania

                                                                                                          	 	 
      	 
      	
                                                                                                            7.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            New
      York

                                                                                                          	 	 
      	 
      	
                                                                                                            7.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Any
      other state

                                                                                                          	 	 
      	 
      	
                                                                                                            5.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      Concentration Limits

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      A:  Standard E/C

                                                                                                          	 	 
      	 
      	
                                                                                                            100.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      B:  COs

                                                                                                          	 	 
      	 
      	
                                                                                                            2.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      C:  HRP

                                                                                                          	 	 
      	 
      	
                                                                                                            2.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      D:  CS

                                                                                                          	 	 
      	 
      	
                                                                                                            2.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      E:  ST

                                                                                                          	 	 
      	 
      	
                                                                                                            2.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Program
      F:  Any other program

                                                                                                          	 	 
      	 
      	
                                                                                                            0.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Payment
      deferred 1-90 days

                                                                                                          	 	 
      	 
      	
                                                                                                            30.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Payment
      deferred 61-90 days

                                                                                                          	 	 
      	 
      	
                                                                                                            10.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Originated
      and sold by SOI to SOC

                                                                                                          	 	 
      	 
      	
                                                                                                            2.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Franchisee
      Concentration Limit

                                                                                                          	 	 
      	 
      	
                                                                                                            1.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	
                                                                                                            Snap-on
      Originator Limit

                                                                                                          	 	 
      	 
      	
                                                                                                            10.0

                                                                                                          	
                                                                                                            %

                                                                                                          	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Overconcentration
      Amount

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	VII.
      COMMITMENTS AND AGGREGATE PRINCIPAL BALANCE BY BANK
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Bank

                                                                                                          	 	
                                                                                                            Commitment

                                                                                                          	 
      	
                                                                                                            Pro-rata
      Share

                                                                                                          	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            J.P.
      Morgan

                                                                                                          	 	
                                                                                                            100,000,000

                                                                                                          	 
      	
                                                                                                            100.00
      

                                                                                                          	%	 
      	 
      	 
      	 
      
	 	
                                                                                                            Total

                                                                                                          	 	
                                                                                                            100,000,000

                                                                                                          	 
      	
                                                                                                            100.00
      

                                                                                                          	%	 
      	 
      	 
      	 
      
	 	 
      	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Bank

                                                                                                          	 	
                                                                                                            Beg.
      Agg. Prin. Bal.

                                                                                                          	 
      	
                                                                                                            Borrowings/(prepayments)

                                                                                                          	 
      	
                                                                                                            Target
      Principal Amount

                                                                                                          	 
      	
                                                                                                            End.
      Agg. Prin. Bal.

                                                                                                          	 
      
	 	
                                                                                                            J.P.
      Morgan

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                                                                                            Total

                                                                                                          	 	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    VIII.
      FINANCIAL COVENANTS

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Calculations
      for quarter ended:

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to EBITDA calcluation (must be in compliance for four most recent fiscal
      quarters):

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Consolidated
      Indebtedness

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    EBITDA

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to EBITDA as of

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to EBITDA as of

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to EBITDA as of

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to EBITDA as of

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Threshold

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to cap calculation:

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Are
      Snap-on Inc's ratings greater than or equal to any two of:  BBB,
      Baa, BBB?

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Consolidated
      Indebtedness

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Shareholders
      equity

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Debt
      to cap

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Threshold

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Level
      1 or Level 2?

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    IX.
      SNAP-ON INC. RATINGS INFORMATION

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
                                                                    S&P

                                                                  	 	
                                                                    Moody's

                                                                  	 	
                                                                    Fitch

                                                                  
	
                                                                    Snap-on
      Incorporated senior unsecured debt rating

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Event
      of Termination Threshold (must meet 2 of 3 if rated by 3 OR 2 of 2
      if  rated by both)

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Compliance?

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Mandatory
      Back-up Servicer Event threshold (rating falls below two of the
      three)

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Compliance?

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    X.
      HEDGING INFORMATION

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Mandatory
      Hedge Event conditions:

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    1)
      Is Excess Spread > Minimum Excess Spread Percentage?

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    2)
      Is SOI rated greater than BBB, Baa2 or BBB (need two of three ratings -
      S&P, Moodys, Fitch)?

                                                                  	 	 
      	 	 
      	 	 
      
	
                                                                    Mandatory
      Hedge Event?

                                                                  	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                    Original
      Notional Amount

                                                                  	 	
                                                                    Current
      Notional Amount

                                                                  	 	
                                                                    Strike
      Rate

                                                                  	 	
                                                                    Hedge
      Counterparty

                                                                  	 	
                                                                    Rating

                                                                  
	
                                                                    Cap
      #1

                                                                  	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Cap
      #2

                                                                  	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Cap
      #3

                                                                  	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Cap
      #4

                                                                  	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Cap
      #5

                                                                  	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Total

                                                                  	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Weighted
      average strike rate

                                                                  	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Does
      cap notional cover outstanding debt?

                                                                  	 	 
      	 	 
      	 	 
      	 	 
      


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    


    EXHIBIT
C-2

     

    FORM OF
MONTHLY REPORT BEFORE FIRST FUNDING DATE

      

    
      Snap-on
Credit LLC

      Sample
Monthly Report

      For
the
                                                        Settlement
Date

      


      
        
          	
                  Beginning
      of Monthly Period

                	 
      	 
      
	
                  End
      of Monthly Period

                	 
      	 
      
	
                  Monthly
      Reporting Date

                	 
      	 
      
	
                  Settlement
      Date

                	 
      	 
      
	
                  Number
      of days in interest period (ACT/360 basis)

                	 
      	 
      
	
                  Number
      of days in interest period (30/360 basis)

                	 
      	 
      


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        II.
      FEES

                                      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                        A.

                                      	
                                        Average
      Aggregate Principal Balance of Loans

                                      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                        B.

                                      	
                                        Weighted
      Average CP Rate

                                      	 
      	 
      
	 
      	
                                        Interest
      payable to J.P. Morgan during Monthly Period

                                      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                        C.

                                      	
                                        Weighted
      Average Base Rate/LIBOR Rate

                                      	
                                        N.A

                                      	
                                              unless
      default, bank funded etc.

                                      
	 
      	 
      	 
      	 
      
	
                                        D.

                                      	
                                        365/360
      days in period

                                      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                        E.

                                      	
                                        Usage
      Fee Payable

                                      	 
      	 
      
	 
      	
                                        i.

                                      	
                                        Average
      Aggregate Principal Balance of Loans

                                      	 
      	 
      
	 
      	
                                        ii.

                                      	
                                        Usage
      Fee

                                      	
                                        0.90

                                      	%
	 
      	
                                        iii.

                                      	
                                        Total
      Usage Fee (calculated)

                                      	 
      	 
      
	 
      	
                                        iv.

                                      	
                                        Total
      Usage Fee (as reported by banks)

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                        F.

                                      	
                                        Unused
      Fee Payable

                                      	 
      	 
      
	 
      	
                                        i.

                                      	
                                        102%
      of Aggregate Commitment

                                      	 
      	 
      
	 
      	
                                        ii.

                                      	
                                        Unused
      Fee

                                      	
                                        0.45

                                      	%
	 
      	
                                        iii.

                                      	
                                        Total
      Unused Fee

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                        G.

                                      	
                                        Servicer
      Fee

                                      	 
      	 
      
	 
      	
                                        i.

                                      	
                                        Servicer
      Fee percentage

                                      	
                                        N/A

                                      	 
      
	 
      	
                                        ii.

                                      	
                                        Outstanding
      Eligible Balance of C\ontracts pledged on first day of Monthly
      Period

                                      	 
      	 
      
	 
      	
                                        iii.

                                      	
                                        Outstanding
      Eligible Balance of C\ontracts pledged on last day of Monthly
      Period

                                      	 
      	 
      
	 
      	
                                        iv.

                                      	
                                        Simple
      average of Outstanding Balance of all Contracts constituting
      Collateral

                                      	 
      	 
      
	 
      	
                                        v.

                                      	
                                        Total
      Servicer Fee

                                      	 
      	 
      
	 
      	
                                        vi.

                                      	
                                        Previous
      month Servicer Fee shortfall

                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                        H.

                                      	
                                        Total
      yield and fees due to J.P. Morgan (per calculation)

                                      	 
      	 
      
	
                                        I.

                                      	
                                        Total
      yield and fees due to J.P. Morgan (per invoice)

                                      	 
      	 
      
	 
      	
                                        Difference
      (check)

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          Exhibit
C-2

          
            

          

        

        
           


        

      

       
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  V.
      MANAGED POOL PERFORMANCE INFORMATION

                                                                                
	 
      	 
      	 	 
      
	
                                                                                  Managed
      Pool

                                                                                	 
      	 	 
      
	
                                                                                  Non-Reportable
      Ratio

                                                                                	 
      	 	 
      
	 
      	
                                                                                  Principal
      Balance of Managed Receivables that are "exempt or non accrual status" at
      end of month

                                                                                	 	 
      
	 
      	
                                                                                  Principal
      Balance of Managed Receivables in bankruptcy, insolvency or similar
      proceedings at end of month

                                                                                	 	 
      
	 
      	
                                                                                  Principal
      Balance of Managed Receivables as of the last day of the
    month

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Managed
      Pool Non-Reportable Ratio for current Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  Managed
      Pool Non-Reportable Ratio for preceding Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  Managed
      Pool Non-Reportable Ratio for second preceding Monthly
    Period

                                                                                	 	 
      
	 
      	
                                                                                  3-month
      average Managed Pool Non-Reportable Ratio

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Early
      Amortization Trigger Level

                                                                                	 	 
      
	 
      	
                                                                                  Compliance

                                                                                	 	 
      
	 
      	
                                                                                  Event
      of Termination Trigger Level

                                                                                	 	 
      
	 
      	
                                                                                  Compliance

                                                                                	 	 
      
	 
      	 
      	 	 
      
	
                                                                                  Managed
      Pool

                                                                                	 
      	 	 
      
	
                                                                                  Loss-to-Liquidation
      Ratio

                                                                                	 
      	 	
                                                                                  Amount

                                                                                
	 
      	
                                                                                  Managed
      Loss Proxy calculation:

                                                                                	 	 
      
	 
      	
                                                                                  Managed
      Initial Defaults

                                                                                	 	 
      
	 
      	
                                                                                  Managed
      Fair Market Value Recoveries

                                                                                	 	 
      
	 
      	
                                                                                  Fair
      Market Value Recovery Assumption

                                                                                	 	 
      
	 
      	
                                                                                  Managed
      Loss Recoveries

                                                                                	 	 
      
	 
      	
                                                                                  Loss
      Recovery Assumption

                                                                                	 	 
      
	 
      	
                                                                                  Other
      recoveries on Managed Receivables

                                                                                	 	 
      
	 
      	
                                                                                  Other
      Recovery Assumption

                                                                                	 	 
      
	 
      	
                                                                                  Managed
      Loss Proxy

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Aggregate
      amount of principal collections, fees and expenses received on Managed
      Receivables during the Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  Loss-to-Liquidation
      Ratio for current Monthly Period

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Loss-to-Liquidation
      Ratio for preceding Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  Loss-to-Liquidation
      Ratio for second preceding Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  3-month
      average Loss-to-Liquidation Ratio

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Early
      Amortization Trigger Level

                                                                                	 	 
      
	 
      	
                                                                                  Compliance

                                                                                	 	 
      
	 
      	
                                                                                  Event
      of Termination Trigger Level

                                                                                	 	 
      
	 
      	
                                                                                  Compliance

                                                                                	 	 
      
	 
      	 
      	 	 
      
	
                                                                                  Managed
      Pool

                                                                                	 
      	 	
                                                                                  Number
      of

                                                                                	 	
                                                                                  Aggregate
      principal balance

                                                                                	 	
                                                                                  % of
      aggregate principal  cbalance at

                                                                                
	
                                                                                  Delinquency
      Ratio

                                                                                	
                                                                                  Status

                                                                                	 	
                                                                                  Contracts

                                                                                	 	
                                                                                  at
      end of Monthly Period

                                                                                	 	
                                                                                  beginning
      of Monthly Period

                                                                                
	 
      	
                                                                                  Current

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  Prepaid

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  1-29

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  30-59

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  60-89

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  90-119

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  120-149

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  149+

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  Totals

                                                                                	 	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      	 	 
      
	 
      	
                                                                                  Aggregate
      principal balance at beginning of Monthly Period

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Delinquency
      Ratio for current Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  Delinquency
      Ratio for preceding Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  Delinquency
      Ratio for second preceding Monthly Period

                                                                                	 	 
      
	 
      	
                                                                                  3-month
      average Delinquency Ratio

                                                                                	 	 
      
	 
      	 
      	 	 
      
	 
      	
                                                                                  Early
      Amortization Trigger Level

                                                                                	 	 
      
	 
      	
                                                                                  Compliance

                                                                                	 	 
      
	 
      	
                                                                                  Event
      of Termination Trigger Level

                                                                                	 	 
      
	 
      	
                                                                                  Compliance

                                                                                	 	 
      


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

        

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      VIII.
      FINANCIAL COVENANTS

                                                    	 
      	 	 
      	 	 
      
	
                                                      Calculations
      for quarter ended:

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Debt
      to EBITDA calcluation (must be in compliance for four most recent fiscal
      quarters):

                                                    	 
      	 	 
      	 	 
      
	
                                                      Consolidated
      Indebtedness

                                                    	 
      	 	 
      	 	 
      
	
                                                      EBITDA

                                                    	 
      	 	 
      	 	 
      
	
                                                      Debt
      to EBITDA as of

                                                    	 
      	 	 
      	 	 
      
	
                                                      Debt
      to EBITDA as of

                                                    	 
      	 	 
      	 	 
      
	
                                                      Debt
      to EBITDA as of

                                                    	 
      	 	 
      	 	 
      
	
                                                      Debt
      to EBITDA as of

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Threshold

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Debt
      to cap calculation:

                                                    	 
      	 	 
      	 	 
      
	
                                                      Are
      Snap-on Inc's ratings greater than or equal to any two of:  BBB,
      Baa, BBB?

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Consolidated
      Indebtedness

                                                    	 
      	 	 
      	 	 
      
	
                                                      Shareholders
      equity

                                                    	 
      	 	 
      	 	 
      
	
                                                      Debt
      to cap

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Threshold

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Level
      1 or Level 2?

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      IX.
      SNAP-ON INC. RATINGS INFORMATION

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      
	 
      	
                                                      S&P

                                                    	 	
                                                      Moody's

                                                    	 	
                                                      Fitch

                                                    
	
                                                      Snap-on
      Incorporated senior unsecured debt rating

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Event of Termination
      Threshold (must meet 2 of 3 if rated by 3 OR 2 of 2 if  rated by
      both) Compliance?

                                                    	 
      	 	 
      	 	 
      
	 
      	 
      	 	 
      	 	 
      
	
                                                      Mandatory Back-up
      Servicer Event threshold (rating falls below two of the three) Compliance?

                                                    	 
      	 	 
      	 	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    


    EXHIBIT
D

     

    JURISDICTION
OF ORGANIZATION;

    PLACES OF
BUSINESS AND LOCATIONS OF RECORDS

    


    
      
        
          
            	
                    Jurisdiction
      of Organization

                  	 
      	
                    Delaware

                  
	 
      	 
      	 
      
	
                    Chief
      Executive Office/Principal Place of Business

                  	 
      	
                    950
      Technology Way, Suite 301

                  
	 
      	 
      	
                    Libertyville,
      IL 60048

                  
	 
      	 
      	 
      
	
                    Location(s)
      of Records

                  	 
      	
                    950
      Technology Way, Suite 301

                  
	 
      	 
      	
                    Libertyville,
      IL 60048

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Datastore

                  
	 
      	 
      	
                    5525
      S. International Dr.

                  
	 
      	 
      	
                    Milwaukee,
      WI 53110

                  
	 	 	 
	
                    Organizational
      Number

                  	 
      	
                    4800762

                  
	 
      	 
      	 
      
	
                    Federal
      Employer’s Identification Number

                  	 
      	
                    27-3161202

                  
	 
      	 
      	 
      
	
                    Other
      Names

                  	
                      

                  	
                    N/A

                  


          

        

      

    


    
      
         


      

      
        Exhibit
D-1

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    LIST OF
CLOSING DOCUMENTS

     

    Attached


    
      
         


      

      
        Exhibit
E-1

        
          

        

      

      
         


      

    


    LIST
OF CLOSING DOCUMENTS1

     

    Abbreviations
Parties

     

    
      
        	
                Borrower:

              	 
      	
                SOC
      SPV1, LLC

              
	
                Control
      Bank:

              	 
      	
                JPMorgan
      Chase Bank, N.A.

              
	
                Falcon:

              	 
      	
                Falcon
      Asset Securitization Company LLC, as Conduit Lender

              
	
                Foley:

              	 
      	
                Foley
      & Lardner LLP, counsel to SOI, the Borrower and Snap-on
      Credit

              
	
                JPM:

              	 
      	
                JPMorgan
      Chase Bank, N.A., as Program Agent, Committed Lender and Administrative
      Agent

              
	
                MB:

              	 
      	
                Mayer
      Brown LLP, counsel to the Program Agent and Lenders

              
	
                Seller:

              	 
      	
                Snap-on
      Credit

              
	
                Servicer:

              	 
      	
                Snap-on
      Credit

              
	
                Snap-on
      Credit:

              	 
      	
                Snap-on
      Credit LLC

              
	
                Snap-on
      Industrial:

              	 
      	
                IDSC
      Holdings LLC, a Wisconsin limited liability company

              
	
                Snap-on
      Tools:

              	 
      	
                Snap-on
      Tools Company LLC, a Delaware limited liability company

              
	
                SOI:

              	
                  

              	
                Snap-on
      Incorporated

              


      

    

     

    
      
        

      

    

    
      1   
Capitalized
terms used herein, but not otherwise defined herein shall have the meanings
assigned in the Loan Agreement (as defined below). All documents are to be dated
as of October 1, 2010 unless otherwise indicated.

    


    
      
         


      

      
        Exhibit
E-2

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	
                              FACILITY
      DOCUMENT

                            	 	
                              SIGNATORIES

                            
	
                              1.

                            	
                              Receivables
      Sale Agreement (“Sale
      Agreement”)

                            	 	
                              Borrower

                            
	 
      	 
      	 	
                              Snap-on
      Credit

                            
	 
      	
                              Exhibit
      A-1 – Form of Notice of Sale and Assignment

                            	 	 
      
	 
      	
                              Exhibit
      A-2 –Electronic Signature for Notice of Sale and
Assignment

                            	 	 
      
	 
      	
                              Exhibit
      B – [Reserved]

                            	 	 
      
	 
      	
                              Exhibit
      C – Concentration Limits

                            	 	 
      
	
                              2.

                            	
                              Loan
      and Servicing Agreement (“Loan
      Agreement”)

                            	 	
                              Borrower

                            
	 
      	 
      	 	
                              Servicer

                            
	 
      	 
      	 	
                              JPM

                            
	 
      	 
      	 	
                              Falcon

                            
	 
      	
                              Exhibit
      A      –   Form of Borrowing
      Notice

                            	 	 
      
	 
      	
                              Exhibit
      B      –    Form of
      Note

                            	 	 
      
	 
      	
                              Exhibit
      C-1   –   Form of Monthly Report After First
      Borrowing Date

                            	 	 
      
	 
      	
                              Exhibit
      C-2   –   Form of Monthly Report Prior to
      First Borrowing Date

                            	 	 
      
	 
      	
                              Exhibit
      D      –   List of Offices of
      Borrower where Records are Kept

                            	 	 
      
	 
      	
                              Exhibit
      E       –   List of Closing
      Documents

                            	 	 
      
	 
      	
                              Exhibit
      F       –   Form of
      Assignment and Acceptance

                            	 	 
      
	 
      	
                              Exhibit
      G      –   Form of Joinder
      Agreement

                            	 	 
      
	 
      	
                              Exhibit
      H      –   Form of Borrowing Base
      Certificate

                            	 	 
      
	 
      	
                              Exhibit
      I-1    –   Form of Franchisee Agreement with
      a “franchisee”

                            	 	 
      
	 
      	
                              Exhibit
      I-2    –   Form of Franchisee Agreement with
      a “dealer”

                            	 	 
      
	 
      	
                              Schedule
      I    –   Lender Groups

                            	 	 
      
	 
      	
                              Schedule
      II   –   Notice Addresses

                            	 	 
      
	
                              3.

                            	
                              Account
      Control Agreement

                            	 	
                              Servicer

                            
	 
      	 
      	 	
                              Control
      Bank

                            
	 
      	 
      	 	
                              JPM

                            
	 
      	 
      	 	
                              Borrower

                            
	 
      	 
      	 	 
      
	
                              4.

                            	
                              Performance
      Guaranty

                            	 	
                              SOI

                            
	 
      	 
      	 	
                              JPMorgan

                            
	 
      	 
      	 	
                              Falcon

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Exhibit
E-3

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	
                              FACILITY
      DOCUMENT

                            	 	
                              SIGNATORIES

                            
	
                                 
      B.

                            	
                                 
      NOTES

                            	 	 
      
	
                              5.

                            	
                              Note

                            	 	
                              Borrower

                            
	
                                 
      D.

                            	
                                 
      CORPORATE DOCUMENTS

                            	 	 
      
	
                              6.

                            	
                              Secretary’s
      Certificate of Snap-on Credit certifying:

                            	 	
                              Snap-on
      Credit

                            
	 
      	
                              (i) a
      copy of the certificate of formation of Snap-on Credit certified as of
      recent date by the Secretary of State of Delaware,

                            	 	 
      
	 
      	
                              (ii) a
      copy of the Operating Agreement of Snap-on Credit (attached
      thereto),

                            	 	 
      
	 
      	
                              (iii) a
      copy of the resolutions of the Board of Directors of Snap-on Credit
      (attached thereto) authorizing the execution, delivery and performance of
      each Facility Document to which it is a party and the transactions
      contemplated, and

                            	 	 
      
	 
      	
                              (iv) incumbency,
      authorization and signatures of officers.

                            	 	 
      
	
                              7.

                            	
                              Officer’s
      Certificate of Snap-on Credit certifying:

                            	 	
                              Snap-on
      Credit

                            
	 
      	
                              (i) no
      Servicer Termination Event exists,

                            	 	 
      
	 
      	
                              (ii) all
      representations and warranties are true, and

                            	 	 
      
	 
      	
                              (iii) certain
      other matters.

                            	 	 
      
	
                              8.

                            	
                              Secretary’s
      Certificate of Snap-on Industrial certifying:

                            	 	
                              Snap-on
      Industrial

                            
	 
      	
                              (i) a
      copy of the certificate of formation of Snap-on Industrial certified as of
      recent date by the Secretary of State of Wisconsin (attached
      thereto),

                            	 	 
      
	 
      	
                              (ii) a
      copy of the Articles of Organization of Snap-on Industrial (attached
      thereto), and

                            	 	 
      
	 
      	
                              (iii) a
      copy of the resolutions of the Board of Directors of Snap-on Industrial
      (attached thereto) authorizing the execution, delivery and performance of
      each Facility Document to which it is a party and the transactions
      contemplated.

                            	 	 
      
	
                              9.

                            	
                              Secretary’s
      Certificate of Snap-on Tools certifying:

                            	 	
                              Snap-on
      Tools

                            
	 
      	
                              (i) a
      copy of the certificate of formation of Snap-on Tools certified as of
      recent date by the Secretary of State of Delaware (attached thereto),
      and

                            	 	 
      
	 
      	
                              (ii) a
      copy of the Limited Liability Company Agreement of Snap-on Tools (attached
      thereto).

                            	 	 
      
	
                              10.

                            	
                              Secretary’s
      Certificate of the Borrower certifying:

                            	 	
                              Borrower

                            
	 
      	
                              (i) a
      copy of the certificate of formation of Borrower certified as of recent
      date by the Secretary of State of Delaware (attached
    thereto),

                            	 	 
      
	 
      	
                              (ii)
      a copy of the Limited Liability Company Agreement of Borrower (attached
      thereto),

                            	 	 
      


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        Exhibit
E-4

        
          

        

      

      
         


      

    

    
 

    
      
        
          
            
              
                
                  	
                          FACILITY
      DOCUMENT 

                        	 	
                          SIGNATORIES

                        
	 
      	
                          (iii) a
      copy of the resolutions of the Board of Directors of Borrower (attached
      thereto) authorizing the execution, delivery and performance of each
      Facility Document to which it is a party, and

                        	 	 
      
	 
      	
                          (iv) incumbency,
      authorization and signatures of officers.

                        	 	 
      
	
                          11.

                        	
                          Officer’s
      Certificate of Borrower certifying:

                        	 	
                          Borrower

                        
	 
      	
                          (i) that
      no Event of Termination, Early Amortization Event or Incipient Termination
      Event exists,

                        	 	 
      
	 
      	
                          (ii) that
      all representations and warranties are true, and

                        	 	 
      
	 
      	
                          (iii) certain
      other matters.

                        	 	 
      
	
                          12.

                        	
                          Secretary’s
      Certificate of SOI certifying:

                        	 	
                          Snap-on
      Credit

                        
	 
      	
                          (i) a
      copy of the certificate of incorporation of SOI certified as of recent
      date by the Secretary of State of Delaware (attached
    thereto),

                        	 	 
      
	 
      	
                          (ii) a
      copy of the Bylaws of SOI (attached thereto),

                        	 	 
      
	 
      	
                          (iii) a
      copy of the resolutions of the Board of Directors of SOI (attached
      thereto) authorizing the execution, delivery and performance of each
      Facility Document to which it is a party and the transactions
      contemplated, and

                        	 	 
      
	 
      	
                          (iv) incumbency,
      authorization and signatures of officers.

                        	 	 
      
	
                          13.

                        	
                          Good
      Standing Certificate of

                        	 	
                          N/A

                        
	 
      	
                          (a)
      Snap-on Credit

                        	 	 
      
	 
      	
                          (b)
      Snap-on Industrial

                        	 	 
      
	 
      	
                          (c)
      Snap-on Tools

                        	 	 
      
	 
      	
                          (d)
      Borrower

                        	 	 
      
	 
      	
                          (e)
      SOI

                        	 	 
      
	
                             
      E.

                        	
                             
      UCC DOCUMENTS AND SEARCHES

                        	 	 
      
	
                          14.

                        	
                          UCC,
      Tax and Judgment searches listed on Exhibit A hereto

                        	 	
                          N/A

                        
	
                          15.

                        	
                          UCC–1
      financing statement to be filed with the Secretary of State of Delaware
      naming Snap-on Credit as seller/debtor, Borrower as assignor secured party
      and Program Agent as assignee of assignor secured party

                        	 	
                          N/A

                        
	
                          16.

                        	
                          UCC-1
      financing statement to be filed with the Secretary of State of Delaware
      naming Snap-on Credit as seller/buyer and the Program Agent as secured
      party/purchaser covering the “add-on contracts” (See Sections 5.01(o),
      6.09 and 6.10 of the Loan and Servicing Agreement)

                        	 	
                          N/A

                        
	
                          17.

                        	
                          UCC–1
      financing statement to be filed with the Secretary of State of Wisconsin
      naming Snap-on Industrial as seller/debtor, Borrower as assignor secured
      party and Program Agent as assignee of assignor secured
    party

                        	 	
                          N/A

                        


                

              

            

          

        

      

    
 

    
      
         


      

      
        Exhibit
E-5

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              	
                      FACILITY
      DOCUMENT 

                    	 	
                      SIGNATORIES 

                    
	
                      18.

                    	
                      UCC–1
      financing statement to be filed with the Secretary of State of Delaware
      naming Snap-on Tools as seller/debtor, Borrower as assignor secured party
      and Program Agent as assignee of assignor secured party

                    	 	
                      N/A

                    
	
                      19.

                    	
                      UCC–1
      financing statement to be filed with the Secretary of State of Delaware
      naming Borrower as debtor and Program Agent as secured
    party

                    	 	
                      N/A

                    
	
                      F.

                    	
                         
      OPINION LETTERS

                    	 	 
      
	
                      20.

                    	
                      Opinion
      of Foley relating to, non–contravention matters with respect to NY and
      federal law, NY enforceability, the Investment Company Act of 1940, and
      the creation and priority of security interests

                    	 	
                      Foley

                    
	
                      21.

                    	
                      Opinion
      of Foley relating to true sale matters and non–consolidation matters
      regarding sale by Snap-on Credit

                    	 	
                      Foley

                    
	
                      22.

                    	
                      Opinion
      of Foley relating to true sale and non-consolidation matters regarding
      sale by Snap-on Tools

                    	 	
                      Foley

                    
	
                      23.

                    	
                      Opinion
      of in–house counsel to Snap-on Credit, SOI and the Borrower regarding
      certain corporate matters and enforceability matters

                    	 	
                      In–house
      counsel of Snap-on Credit, SOI and the Borrower

                    
	
                      24.

                    	
                      Opinion
      of Foley relating to creation and filing priority of security interest of
      electronic contracts (to include Snap-on Tools)

                    	 	
                      Foley

                    
	
                      G.

                    	
                         
      MISCELLANEOUS

                    	 	 
      
	
                      25.

                    	
                      Arrangement
      Fee Letter among the Borrower and J.P. Morgan Securities Inc. (“JPMSI”), as
      Arranger

                    	 	
                      Borrower

                    
	 
      	 
      	 	
                      JPMSI

                    
	 
      	 
      	 	
                      Snap-on
      Credit

                    
	
                      26.

                    	
                      Flow
      of Collections Chart, Program Concentration Description and Credit and
      Collections Policy Officer’s Certificate

                    	 	
                      Snap-on
      Credit

                    
	 
      	
                      Exhibit
      A:  Program Concentration Limits

                    	 	
                      N/A

                    
	 
      	
                      Exhibit
      B:  Credit and Collection Policy

                    	 	
                      N/A

                    
	 
      	
                      Exhibit
      C:  Flow of Collections Chart

                    	 	
                      N/A

                    


            

          

        

      

    


    
      
         


      

      
        Exhibit
E-6

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    
      
        
          
            
              
                
                  	
                          Debtor

                        	 
      	
                          Type
      of Search

                        	 
      	
                          Jurisdiction

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Snap-on
      Credit LLC

                        	 
      	
                          UCC/FTL

                        	 
      	
                          Delaware

                        
	 
      	 
      	
                          STL/FTL/ERISA/Judgments

                        	 
      	
                          Lake
      County, IL

                        
	 
      	 
      	
                          Local
      Pending Suits

                        	 
      	
                          Lake
      County, IL

                        
	 
      	 
      	
                          Federal
      Pending Suits

                        	 
      	
                          U.S.
      District Illinois Court

                        
	 
      	 
      	
                          Bankruptcy

                        	 
      	
                          U.S.
      Bankruptcy Illinois Court

                        
	 
      	 
      	 
      	 
      	 
      
	
                          SOC
      SPV1, LLC

                        	 
      	
                          UCC/FTL

                        	 
      	
                          Delaware

                        
	 
      	 
      	
                          STL/FTL/ERISA/Judgments

                        	 
      	
                          Lake
      County, IL

                        
	 
      	 
      	
                          Local
      Pending Suits

                        	 
      	
                          Lake
      County, IL

                        
	 
      	 
      	
                          Federal
      Pending Suits

                        	 
      	
                          U.S.
      District Illinois Court

                        
	 
      	 
      	
                          Bankruptcy

                        	 
      	
                          U.S.
      Bankruptcy Illinois Court

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Snap-on
      Industrial (IDSC Holdings LLC)

                        	 
      	
                          UCC/FTL

                        	 
      	
                          Wisconsin

                        
	 
      	 
      	
                          STL/FTL/ERISA/Judgments/Fixtures

                        	 
      	
                          Kenosha
      County, WI

                        
	 
      	 
      	
                          Local
      Pending Suits and Judgments

                        	 
      	
                          Kenosha
      County, WI

                        
	 
      	 
      	
                          Federal
      Pending Suits and Judgments

                        	 
      	
                          U.S.
      District Court, Wisconsin Eastern District

                        
	 
      	 
      	
                          Bankruptcy

                        	 
      	
                          U.S.
      Bankruptcy Court,

                          Wisconsin
      Eastern District

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Snap-on
      Tools LLC

                        	 
      	
                          UCC/FTL

                        	 
      	
                          Delaware

                        
	 
      	 
      	
                          STL/FTL/ERISA/Judgments/Fixtures

                        	 
      	
                          Kenosha
      County, WI

                        
	 
      	 
      	
                          Local
      Pending Suits and Judgments

                        	 
      	
                          Kenosha
      County, WI

                        
	 
      	 
      	
                          Federal
      Pending Suits and Judgments

                        	 
      	
                          U.S.
      District Court, Wisconsin Eastern District

                        
	 
      	
                            

                        	
                          Bankruptcy

                        	
                            

                        	
                          U.S.
      Bankruptcy Court,

                          Wisconsin
      Eastern
District

                        


                

              

            

          

        

      

    
 

    
      
         


      

      
        Exhibit
E-7

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    FORM OF
ASSIGNMENT AND ACCEPTANCE

     

    Dated as
of [Date]

     

    Reference
is made to the Loan and Servicing Agreement, dated as of October 1, 2010, among
SOC SPV1, LLC, as Borrower, Snap-on Credit LLC, as Servicer, the Persons from
time to time party thereto as Conduit Lenders, the financial institutions from
time to time party thereto as Committed Lenders, the Persons from time to time
party thereto as Administrative Agents, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as
Program Agent (as amended, restated, supplemented or otherwise modified from
time to time, the “Agreement”).  Terms
defined in the Agreement are used herein with the same meaning.

     

    [Assigning
Lender] (the “Assignor”), [Assignee] (the “Assignee”) and [Assignor’s Administrative
Agent], in its capacity as Administrative Agent for the Lender Group
which includes the Assignor [and the Assignee] (in such capacity, the “Administrative
Agent”), hereby agree as follows:

     

    1.           Purchase and Sale of
Interest.  The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to all of the Assignor’s rights and obligations under the
Agreement as of the date hereof (including, without limitation, its [Commitment]
[Conduit Lending Limit] and all Loans, if any, or interests therein held by it)
equal to the percentage (the “Percentage”) interest
specified on the signature page hereto.  After giving effect to such
sale and assignment, the Assignee will be a [Committed] [Conduit] Lender in the
Lender Group that includes [__________] as the administrative agent and the
Assignee’s [Commitment] [Conduit Lending Limit] will be as set forth in Section
2 of the signature page hereto. [As consideration for the sale and assignment
contemplated in this Section 1, the Assignee shall pay to the Assignor on the
Effective Date (as hereinafter defined) in immediately available funds an amount
equal to $[__________], representing the purchase price payable by the Assignee
for the interests in the transferred interest sold and assigned to the Assignee
under this Section 1.]1

     

    2.           Representations and
Disclaimers of Assignor.  The Assignor:

     

    (a)           represents
and warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any Adverse
Claim (other than Permitted Liens);

     

    (b)           makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any
Facility Document or any other instrument or document furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of any Facility Document or any other instrument or document furnished
pursuant thereto; and

     

      
        

      

    

    1  Include
bracketed text if Assignor holds a portion of the Loans on the Effective
Date.


    
      
         


      

      
        Exhibit
F-1

        
          

        

      

      
         


      

    

     

    (c)           makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of any Seller, the Borrower or the Servicer, or the
performance or observance by any such party of any of its respective obligations
under the Facility Documents or any other instrument or document furnished
pursuant thereto.

     

    3.           Representations and
Agreements of Assignee.  The Assignee:

     

    (a)           confirms
that it has received a copy of the Agreement, together with copies of the most
recent financial statements delivered pursuant to Sections 5.01(a) and
5.03(a) of the
Agreement and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance;

     

    (b)           agrees
that it will, independently and without reliance upon the Program Agent, any
Administrative Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the
Agreement;

     

    (c)           appoints
and authorizes the Program Agent and [__________], as its Administrative Agent,
to take such action as agent on its behalf and to exercise such powers under the
Agreement and the other Facility Documents as are delegated to the Program Agent
and such Administrative Agent, respectively, by the terms thereof, together with
such powers as are reasonably incidental thereto;

     

    (d)           agrees
that it will perform in accordance with their terms all of the obligations which
by the terms of the Agreement and this Assignment and Acceptance are required to
be performed by it as a [Committed] [Conduit] Lender;

     

    (e)           specifies
as its address for notices the office set forth beneath its name on the
signature pages hereof; and

     

    (f)           represents
that this Assignment and Acceptance has been duly authorized, executed and
delivered by the Assignee pursuant to its [corporate] powers and constitutes the
legal, valid and binding obligation of the Assignee.

     

    4.           Effectiveness of
Assignment.  Following the execution of this Assignment and
Acceptance by the Assignor, the Administrative Agent, [and] the Assignee, [and
the Borrower,]2 it will
be delivered to the Program Agent for acceptance and recording by the Program
Agent. The effective date of this Assignment and Acceptance shall be the date of
acceptance thereof by the Program Agent, unless otherwise specified in Section 3
of the signature page hereto (the “Effective
Date”).

     

    
      
        

      

    

    2  Borrower’s
consent only required in those instances set forth in Section 10.03 of the
Agreement.


    
      
         


      

      
        Exhibit
F-2

        
          

        

      

      
         


      

    

     

    5.           Rights of the
Assignee.  Upon such acceptance and recording by the Program
Agent, as of the Effective Date, [(i) the Assignee shall be a party to the
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a [Committed] [Conduit] Lender thereunder and
hereunder and (ii)] the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Agreement.

     

    6.           Payments.  Upon
such acceptance and recording by the Program Agent, from and after the Effective
Date, all payments under the Agreement in respect of the interest assigned
hereby (including, without limitation, all payments of fees with respect
thereto) shall be made to the Assignee or the Assignee’s Administrative Agent,
for the benefit of the Assignee, in accordance with the
Agreement.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Agreement for periods prior to the Effective
Date directly between themselves.

     

    7.           GOVERNING
LAW.  THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARDS TO CONFLICT OF LAW PRINCIPLES THEREOF (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS).

     

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


    
      
         


      

      
        Exhibit
F-3

        
          

        

      

      
         


      

    

    


    Signature
Page to


     

    Assignment
and Acceptance

     

    Dated as
of [Date]

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Section 1.

                                          	 
      
	 
      	
                                            Percentage:

                                          	
                                            ________%

                                          
	 
      	 
      	 
      
	
                                            Section 2.

                                          	 
      
	 
      	
                                            Assignee’s
      [Commitment] [Conduit Lending Limit] as of the Effective
    Date:

                                          	
                                            $_____________

                                          
	 
      	 
      	 
      
	 
      	
                                            Principal
      Balance of Loans held by Assignee as of the Effective
Date:

                                          	
                                            $_____________

                                          
	 	 	 
	 	
                                            Conduit
      Lender’s CP Rate

                                          	
                                            ______________

                                          
	 	 	 
	
                                            Section 3.

                                          	 
      
	 
      	 
      	 
      
	 
      	
                                            Effective
      Date:**

                                          	
                                            _________,
      200__

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              	 
      	
                      [NAME
      OF ASSIGNOR]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      [NAME
      OF ASSIGNEE]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	 
      	
                      Address
      for Notices:

                    
	 
      	
                      [Insert]

                    
	 
      	 
      
	 
      	 
      


            

          

        

      

    

     

    
      

    

    **  This
date should be no earlier than the date of acceptance by the Program
Agent.


    
      
         


      

      
        Exhibit
F-4

        
          

        

      

      
         


      

    


    
      
        
          
            
              	 
      	
                      Accepted
      this _____ day of

                    
	 
      	
                      ______________,
      200__

                    
	 
      	 
      
	 
      	
                      JPMorgan
      Chase Bank, N.A.,

                    
	 
      	
                      As
      Program Agent

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	
                      AGREED
      TO THIS ____ DAY OF _______, 20__:

                    
	 
      	 
      
	
                      [NAME
      OF ASSIGNOR’S ADMINISTRATIVE AGENT],

                    
	
                      as
      Administrative Agent

                    	 
      
	 
      	 
      
	
                      By:

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      
	
                      [SOC
      SPV1, LLC,

                    	 
      
	
                      as
      Borrower

                    	 
      
	 
      	 
      
	
                      By:

                    	 
      	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:]3

                    	 
      


            

          

        

      

    

    


    
      
        

      

    

    3  Borrower’s
consent only required in those instances set forth in Section 10.03 of the
Agreement.


    
      
         


      

      
        Exhibit
F-5

        
          

        

      

      
         


      

    


    EXHIBIT
G

     

    FORM OF
JOINDER AGREEMENT

     

    Reference
is made to that certain Loan and Servicing Agreement dated as of October 1, 2010
(as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Loan Agreement”),
among SOC SPV1, LLC, as the borrower (the “Borrower”), Snap-on
Credit LLC, as the servicer (the “Servicer”), the
Conduit Lenders party thereto from time to time, the Committed Lender party
thereto from time to time, the Administrative Agents party thereto from time to
time, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as
Program Agent.  To the extent not defined herein, capitalized terms
used herein have the meanings assigned to such terms in the Loan
Agreement.

     

    __________________
(the “New
Administrative Agent”), __________________ (the “New Conduit Lender”),
__________________ (the “New Committed
Lender[s]”; and together with the New Administrative Agent and the New
Conduit Lender, the “New Lender Group”)
and the Program Agent agree as follows:

     

    1.           The
Borrower has requested that the New Lender Group become a “Lender Group” under
the Loan Agreement.

     

    2.           The
effective date (the “Effective Date”) of
this Joinder Agreement shall be the later of (i) the date on which a fully
executed copy of this Joinder Agreement is delivered to the Program Agent and
the Borrower and (ii) the date of this Joinder Agreement.

     

    3.           By
executing and delivering this Joinder Agreement, each of the New Administrative
Agent, the New Conduit Lender and the New Committed Lender[s] (i) confirms that
it has received a copy of the Loan Agreement and such Facility Documents and
other documents and information requested by it, and that it has, independently
and without reliance upon the Borrower, the Servicer, any Lender, any
Administrative Agent or the Program Agent, and based on such documentation and
information as it has deemed appropriate, made its own decision to enter into
this Joinder Agreement; (ii) agrees that it shall, independently and without
reliance upon the Borrower, the Servicer, any Lender, any Administrative Agent
or the Program Agent, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Facility Documents; (iii) appoints and
authorizes the Program Agent to take such action as the program agent on its
behalf and to exercise such powers and discretion under the Facility Documents
as are delegated to the Program Agent by the terms hereof and thereof, together
with such powers and discretion as are reasonably incidental thereto; (iv)
agrees that it shall perform in accordance with their terms all of the
obligations that by the terms of the Loan Agreement and the other Facility
Documents are required to be performed by it as an Administrative Agent, Conduit
Lender and Committed Lender, respectively; (v) sets ___________ as the CP Rate
for its Lender Group; and (vi), in the case of the New Conduit Lender and the
New Committed Lender[s], appoints and authorizes the New Administrative Agent as
its Administrative Agent to take such action as an administrative agent on its
behalf and to exercise such powers under the Facility Documents, as are
delegated to the Administrative Agents by the terms thereof together with such
powers that are reasonably incidental thereto.


    
      
         


      

      
        Exhibit
G-1

        
          

        

      

      
         


      

    

     

    4.           On
the Effective Date of this Joinder Agreement, each of the New Administrative
Agent, the New Conduit Lender and the New Committed Lender[s] shall join in and
be a party to the Loan Agreement and, to the extent provided in this Joinder
Agreement, shall be entitled to the rights and subject to the obligations of an
Administrative Agent, a Conduit Lender and a Committed Lender, respectively,
under the Loan Agreement.  Schedule I to the
Loan Agreement shall be amended and restated in its entirety as set forth on
Schedule A
hereto, and Schedule
B to this Joinder Agreement sets forth the notice address for each of the
parties in the New Lender Group.

     

    5.           This
Joinder Agreement may be executed by one or more of the parties on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

     

    6.           THIS
JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARDS TO CONFLICT OF LAW PRINCIPLES THEREOF
(OTHER THAN SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS
LAW).

     

    7.           Any
term or provision of this Joinder Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Joinder Agreement or affecting the
validity or enforceability of any of the terms or provisions of this Joinder
Agreement in any other jurisdiction.  If any provision of this Joinder
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as would be enforceable.

     

    8.           Each
member of the New Lender Group hereby agrees that it will promptly execute and
deliver all instruments and documents, and take all actions, that may be
reasonably necessary or desirable, or that the Program Agent or the Borrower may
reasonably request, to more fully evidence this Joinder Agreement or the
transactions contemplated hereby.  The Program Agent and the Borrower
shall each be a third-party beneficiary of this Joinder Agreement.

     

    * * * *
*


    
      
         


      

      
        Exhibit
G-2

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              	
                      NEW
      CONDUIT LENDER:

                    	
                      [NEW
      CONDUIT LENDER]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	
                      NEW
      COMMITTED LENDER[S]:

                    	
                      [NEW
      COMMITTED LENDER]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    
	 
      	 
      
	
                      NEW
      ADMINISTRATIVE AGENT:

                    	
                      [NEW
      ADMINISTRATIVE AGENT]

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    


    
      
         


      

      
        Exhibit
G-3

        
          

        

      

      
         


      

    

    


    Consented
to this ___ day of ___________, 20__ by:

     

    
      
        
          
            	
                    JPMORGAN
      CHASE BANK, N.A., as Program Agent

                  
	 
      	 
      
	
                    By:

                  	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      
	 
      	 
      
	
                    SOC
      SPV1, LLC, as the Borrower

                  	 
      
	 
      	 
      
	
                    By:

                  	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    


    
      
         


      

      
        Exhibit
G-4

        
          

        

      

      
         


      

    


    Schedule
A

     

    to

     

    Joinder
Agreement

     

    Dated
______ __, 20__

     

    [_____] Lender
Group

     

    
      
        
          
            
              	
                      Administrative
      Agent:

                    	
                      [___________]

                    
	
                      Conduit
      Lender:

                    	
                      [___________]

                    
	
                      Conduit
      Lending Limit:

                    	
                      $ 
      [_________]

                    
	
                      Committed
      Lender:

                    	
                      [___________]

                    
	
                      Commitment:

                    	
                      $
       [_________]

                    
	
                      Lender
      Group Limit

                    	
                      $ 
      [_________]

                    
	
                      Reference
      Bank:

                    	
                      [___________]

                    


            

          

        

      

    

    


    [_____] Lender
Group

    


    
      
        
          
            
              
                
                  	
                          Administrative
      Agent:

                        	
                          [___________]

                        
	
                          Conduit
      Lender:

                        	
                          [___________]

                        
	
                          Conduit
      Lending Limit:

                        	
                          $   [_________]

                        
	
                          Committed
      Lender:

                        	
                          [___________]

                        
	
                          Commitment:

                        	
                          $ 
      [_________]

                        
	
                          Lender
      Group Limit

                        	
                          $ 
      [_________]

                        
	
                          Reference
      Bank:

                        	
                          [___________]

                        


                

              

            

          

        

      

    

    


    [_____] Lender
Group

    


    
      
        
          
            
              	
                      Administrative
      Agent:

                    	
                      [___________]

                    
	
                      Conduit
      Lender:

                    	
                      [___________]

                    
	
                      Conduit
      Lending Limit:

                    	
                      $ 
      [_________]

                    
	
                      Committed
      Lender:

                    	
                      [___________]

                    
	
                      Commitment:

                    	
                      $ 
      [_________]

                    
	
                      Lender
      Group Limit

                    	
                      $ 
      [_________]

                    
	
                      Reference
      Bank:

                    	
                      [___________]

                    


            

          

        

      

    


    
      
         


      

      
        Exhibit
G-5

        
          

        

      

      
         


      

    

     

    Schedule
B

     

    to

     

    Joinder
Agreement

     

    Dated
______ __, 20__

     

    ADDRESSES
FOR NOTICES

     

    NEW
ADMINISTRATIVE AGENT

    [__________]

     

    NEW
CONDUIT LENDER

    [__________]

     

    NEW
COMMITTED LENDER

    [__________]


    
      
         


      

      
        Exhibit
G-6

        
          

        

      

      
         


      

    


    EXHIBIT
H

     

    FORM OF
BORROWING BASE CERTIFICATE


    
      
         


      

      
        Exhibit
H-1

        
          

        

      

      
         


      

    


    BORROWING
BASE CERTIFICATE

     

    OF

    


    SOC SPV1,
LLC

    


    Dated as
of [____________], 201[_]

    


    The
undersigned certifies (1) that the undersigned is [a][the] duly elected,
qualified and acting [______] of SOC SPV1, LLC, a Delaware limited
liability company (the “Borrower”),
(2) that the undersigned is providing this certificate pursuant to the Loan
and Servicing Agreement, dated as of October 1, 2010 (as such agreement may be
amended, restated, supplemented or otherwise modified from time to time, the
“Loan
Agreement”), by and among Snap-on Credit LLC, as Servicer (“Snap-on Credit”), the
Borrower, as borrower, the commercial paper conduits from time to time party
thereto as conduit lenders, the financial institutions from time to time party
thereto as committed lenders, the financial institutions from time to time party
thereto as administrative agents and JPMorgan Chase Bank, N.A., as Program
Agent, and (3) that attached hereto as Exhibit A is a
true, correct and complete calculation of the Borrowing Base and the
Overconcentration Amount (in each case as defined in the Loan Agreement) as of
[____________], 201[_].

    


    [Signature Page
Follows]

    


    Borrowing
Base Certificate


    
      
         


      

      
        Exhibit
H-2

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, I have
executed this certificate as of the date first above written.

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
        
          	 
      	
                  S-1

                	
                  Borrowing
      Base Certificate

                


        

      

    

     

    
      
         


      

      
        Exhibit
H-3

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [See
Attached]


    
      
         


      

      
        Exhibit
H-4

        
          

        

      

      
         


      

    


    EXHIBIT
I-1

     

    FORM OF
FRANCHISEE AGREEMENT

     

    with a
“franchisee”


    
      
         


      

      
        Exhibit
I-1-1

        
          

        

      

      
         


      

    


    FRANCHISEE
SERVICING AGREEMENT

    


    THIS FRANCHISEE SERVICING AGREEMENT
(“Agreement”) is made as of the                
day of                      ,
20                
("Effective Date"), by and between SNAP-ON CREDIT LLC ("Snap-on Credit")
and                             ,
an {(strike one) individual residing in / entity organized in} the State of
                                       ,
whose address is                                   
("Franchisee").

    


    THE
PARTIES AGREE THAT:

    Snap-on
Credit (in cooperation with Snap-on) has established various programs to enable
participating Snap-on Franchisees to offer programs to their qualified customers
to finance or lease their purchases of Products.  These programs
(collectively referred to as "Programs") are described more fully in the Program
Manual and may include the Extended Credit Program, the Lease Program, and
certain other programs from time to time.

    


    Entry
into this Agreement is entirely voluntary; however, Snap-on Credit will not
purchase Franchisee Paper or Leases or other receivables from Franchisee unless
Franchisee becomes a participating Franchisee by executing this
Agreement.

    


    This
Agreement sets forth the terms under which Franchisee may participate in the
Programs, thereby making the benefits of the Programs available to Franchisee.
This includes (but is not limited to) the terms under which Franchisee may offer
to sell and Snap-on Credit may offer to purchase Franchisee Paper or Leases and
under which Franchisee shall service and/or collect Franchisee Paper and Leases
assigned to Snap-on Credit or an affiliate or its assignee, and, the rights and
obligations of Snap-on Credit and Franchisee with regard to such purchased
Franchisee Paper or Leases.

    


    In
consideration of the agreements set forth below and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties, intending to be legally bound, agree as follows:

    


    1.      
  Definitions.  As
used in this Agreement and the Program Manual:

    (a)         “Add-on” means with respect
to any particular Franchisee Paper, a subsequent sale and financing which
results in additional amounts due and extended repayment terms as memorialized
on a new Franchisee Paper document.

    (b)         "Affiliate" means any
corporation or other entity that controls, is controlled by or is under common
control with Snap-on Credit, including without limitation, Snap-on.

    (c)         "Agreement" means this
Franchisee Servicing Agreement.

    (d)         "Applicable Laws" means all
federal, state and local statutes and regulations applicable to this Agreement
and the transactions contemplated hereby, including without limitation, those
applicable to the creation and transfer of Franchisee Paper or Leases and the
transactions represented by same, and, to the extent applicable (without
necessarily recognizing their applicability), the usury laws, retail installment
sales laws, the Uniform Commercial Code and the federal (or comparable state
law) Truth-in-Lending Act and Regulation Z or other regulations
thereunder.

    (e)         “Collateral” shall have the
meaning set forth in section 13 (b).


    
      
         


      

      
        Exhibit
I-1-2

        
          

        

      

      
         


      

    

    


    (g)         “Credit Sale Contract” means
a conditional sales contract or similar contract representing Franchisee
financed sales of Products in a form acceptable to Snap-on Credit, typically
utilized in the Extended Credit Program.

    (h)         "Customer" means the
purchaser or lessee of Products under any Franchisee Paper or Lease or, Serviced
Franchisee Paper.

    (i)         
"Franchise Agreement"
means the agreement(s) between Franchisee and Snap-on, authorizing Franchisee to
act as a Snap-on franchisee (as amended from time to time), including without
limitation, the Dealer Franchise Agreement, the Standard Franchise Agreement,
the Conversion Dealer Franchise Agreement, or the Gateway Franchise Agreement
between Franchisee and Snap-on.

    (j)         
"Franchisee Paper"
means any document and/or data evidencing a receivable payable by a Customer to
Franchisee; or, a receivable payable by Customer to Snap-on Credit or an
Affiliate or any assignee thereof under any Program arising out of the sale of
Products to such Customer by Franchisee, including, but not limited to Credit
Sale Contracts (also known as “EC Contracts”), but excluding
Leases.

    (k)         “Gateway Franchisee” means a
Franchisee who enters into a Gateway Franchise Agreement for a term of two
years.  A Gateway Franchisee may become a Standard Franchisee upon the
termination of the Gateway Franchise Agreement.

    (l)         
"Lease" means an
agreement between a Customer and Franchisee or between Franchisee’s Customer and
Snap-on or an affiliate of Snap-on, or between Franchisee’s Customer and Snap-on
Credit or an affiliate of Snap-on Credit governing the lease of
Products.

    (m)       
"Net Cash Price" means
an amount equal to the total price, including tax and other charges, if any, for
the Products sold to a Customer minus the cash down payment and trade-in
allowance or other cost reductions.

    (n)        
"Outstanding Balance"
means the total of the remaining payments and other amounts under
any  Franchisee Paper or Lease, whether those payments are past due,
due, or due in the future together with any other amounts owed at that time
(which may include, but not limited to unpaid interest or Snap-on Credit’s
reasonable out of pocket costs for collection, repossession, recovery,
remarketing or legal fees), provided that upon prepayment or after a default
under such Franchisee Paper or Lease, the Outstanding Balance shall not include
unearned finance or lease charges.

    (o)         "Products" means the tools
and equipment authorized or approved by Snap-on for resale by its
franchisees.

    (p)         "Program Manual" means any
manual, procedures or other rules promulgated by Snap-on Credit or an Affiliate,
concerning any of the Programs or similar programs, as amended from time to
time, including without limitation, the Snap-on Standard Franchise Operations
Manual or Gateway Franchise Operations Manual.

    (q)         "Qualified Transaction" means
a sale of Products under Franchisee Paper or a lease of Products under a Lease,
to which each of the following criteria apply:

    (i)         The
Customer's obligations are valid and enforceable;

    (ii)        The
transaction is evidenced by all documents and/or electronic data required by
Snap-on Credit, in which the signatures, names, addresses, amounts and other
statements and facts shown on the face of the document  or in their
electronic equivalent (including without limitation, the unpaid balance, down
payment and trade-in, if any) are in all respects genuine, legible, accurate and
complete; and an accurate and complete copy of which was given to the Customer
at the time of the sale or lease;


    
      
         


      

      
        Exhibit
I-1-3

        
          

        

      

      
         


      

    

    


    (iii)       The
transaction (and all forms and documents accompanying same) complies with all
Applicable Laws and the terms and conditions of this Agreement and the Program
Manual; and represents a bona fide sale or lease of Products in the ordinary
course of business to the named Customer for the total price indicated for
business or commercial purposes; provided, however, that Snap-on Credit shall
determine to its own satisfaction that any forms provided to Franchisee by
Snap-on Credit and the finance charges applied to the Net Cash Price comply with
Applicable Laws;

    (iv)       The
Products have been delivered to the Customer as set forth in the documents
evidencing the transaction in satisfactory condition and have been accepted by
the Customer and have not been returned; and

    (v)        There
has been no act or omission by Franchisee involving negligence, fraud or
dishonesty with respect to the sale or lease, including without limitation, any
failure by Franchisee to advise Snap-on Credit of a material fact or
circumstance known by Franchisee with respect to a Customer's creditworthiness
at the time Snap-on Credit purchases the Franchisee Paper or Leases or other
circumstances which could impair the enforceability or collection of the
Franchisee Paper or Lease.

    (r)         "Reserve Account" means the
reserve account maintained by Snap-on to which certain of Franchisee's funds are
credited and debited as provided in this Agreement and the Program
Manual.

    (s)         "Reserve Requirement", as to
any Franchisee Paper or Lease, means an amount up to 15% of the Net Cash Price
or such lesser amount as Snap-on or Snap-on Credit may designate from time to
time.

    (t)         "Retail Value" means the fair
resale value of a Product after repossession, determined with reference to the
list price of the same or equivalent Product, but taking into account the
condition of the particular item at the time of repossession.  Snap-on
Credit and Franchisee will determine the Retail Value of repossessed Products at
the time of repossession.

    (u)         "Revolving Account" means an
account maintained by Franchisee reflecting credit provided by Franchisee to a
Customer to pay Franchisee for purchases of Products in installments, and is
sometimes referred to as an "RA Account" or "RA."

    (v)         "Rollover" means the transfer
to Snap-on Credit of the right to collect all unpaid balances, and all other
rights, under Franchisee's Revolving Account or other Snap-on Credit approved
account with respect to a given Customer by means of the assignment to Snap-on
Credit of Franchisee Paper on which the RA balance is reflected and the Products
purchased by RA are itemized.

    (w)        "Sale Proceeds" means the
amount realized by Snap-on Credit upon resale (to Franchisee or otherwise) of
Products repossessed from a Customer after default or surrendered by a Customer
in full or partial satisfaction of that Customer's obligation under any
Franchisee Paper or Lease, minus Snap-on Credit's costs of repossession and
foreclosure.

    (x)         “Serviced Franchisee Paper”
means Credit Sale Contracts,  Leases or other receivables owned or
serviced by Snap-on Credit that Franchisee did not initiate but which relate to
customers on Franchisee's List of Calls.

    (y)         "Snap-on" means Snap-on Tools
Company LLC, its successors and assigns.

    (z)         “Standard Franchisee” means a
Franchisee who enters into the Standard Franchise Agreement.


    
      
         


      

      
        Exhibit
I-1-4

        
          

        

      

      
         


      

    

    


    (aa)       "Weekly Invoice" means the
invoice given by Snap-on to Franchisee on a weekly basis detailing amounts
Franchisee owes Snap-on and Affiliates for purchases of Products, the Reserve
Account and otherwise.

    


    2.      
 Assignment
of Franchisee Paper or Leases.  Franchisee may offer to sell
and assign Franchisee-originated Franchisee Paper or Leases to Snap-on Credit or
Franchisee may assist Snap-on Credit in the origination of Franchisee Paper or
Leases.  If the Franchisee Paper or Lease is acceptable to Snap-on
Credit, and provided Franchisee maintains delinquency controls acceptable to
Snap-on Credit, then  in its sole discretion, Snap-on Credit may
acquire the Franchisee Paper or Lease.  Franchisee acknowledges and
agrees that upon acquisition of Franchisee Paper or Leases, Snap-on Credit has
the sole title to and the sole right to receive payments pursuant to such
Franchisee Paper or Leases, and holds all rights and remedies available
thereunder (including, but not limited to, payments, collateral rights,
transactional fees, etc.), and that Franchisee has no right, title or interest
to or in the same, unless the transaction is assigned  to Franchisee
in accordance with this Agreement and the Program Manual.

    


    3.    
   Terms
Applicable to Purchases of Franchisee Paper or Leases.

    (a)         Snap-on
Credit's purchase or other funding of any Franchisee Paper or Lease is subject
to such terms, conditions and procedures as may be contained in this Agreement
and the Program Manual, including, for example, that the Franchisee Paper or
Lease constitutes a Qualified Transaction approved and acceptable to Snap-on
Credit.  Snap-on Credit shall not be required to purchase or accept
any approved Franchisee Paper or Lease until it has received all documentation
required by Snap-on Credit.  Required documentation shall be on forms
supplied by Snap-on Credit and shall include among other things, a Customer
application, the original Franchisee Paper or Lease, other requested documents
evidencing the transactions and Products under Franchisee Paper or Lease and if
needed, a written assignment (which may appear on the form of the Franchisee
Paper or Lease) from Franchisee to Snap-on Credit (or an Affiliate) of the
Franchisee Paper or Lease.

    (b)         If
Snap-on Credit accepts assignment of any Franchisee Paper or Lease for purchase
from Franchisee, then upon receipt of all original or required documents,
Snap-on Credit will cause Snap-on to credit the Franchisee's Weekly Invoice for
the Net Cash Price of such Qualified Transaction less any Reserve
Requirement.  Franchisee's representations and warranties in this
Agreement survive the delivery  or acceptance of the Franchisee Paper
or Lease by Snap-on Credit, and at no time shall Snap-on Credit or an Affiliate
be deemed to have waived its right to strict compliance with Franchisee's
obligations in this Agreement and the Program Manual with respect to any
Franchisee Paper or Lease, notwithstanding its purchase of such Franchisee Paper
or Lease or causing Snap-on to credit the Franchisee's Weekly
Invoice.

    (c)         Franchisee
authorizes Snap-on Credit to file a Uniform Commercial Code financing statement
and will cooperate with any other reasonable requests of Snap-on Credit in order
to help Snap-on Credit secure and perfect its interest in the Franchisee Paper,
leases, and other Collateral as set forth in this Agreement.


    
      
         


      

      
        Exhibit
I-1-5

        
          

        

      

      
         


      

    


    4.  
     Program
Manual.  Franchisee acknowledges that it is necessary for
Franchisee to observe certain minimum requirements intended to preserve the
integrity of all transactions in connection with the
Programs.  Therefore, Franchisee agrees to observe all applicable
requirements contained in this Agreement and in the Program
Manual.  Franchisee further agrees that the Program Manual may be
amended by Snap-on Credit from time to time in Snap-on Credit's sole and
absolute discretion, and that Franchisee will continue to observe applicable
requirements contained in the Program Manual as amended from time to time, from
the effective date of each such amendment.  Snap-on Credit may make
any such amendment by delivering a copy to Franchisee by electronic delivery, by
first class U.S. mail at the then current address of Franchisee as reflected in
the records of Snap-on, or as otherwise set forth in the Program
Manual.  Unless otherwise provided in this Agreement, any amendment to
the Program Manual shall be effective on the date indicated thereon, which shall
not be less than two (2) business days after the date of electronic delivery or
mailing or, if no effective date is indicated, on the fourth (4th)
business day after the date of electronic delivery or mailing.

    


    5.    
   Computer;
Electronic Commerce and Communication.  Franchisee is required
to use a computer that complies with sources and specifications as identified
from time to time by Snap-on.  During this Agreement, Snap-on Credit,
in conjunction with Snap-on, requires that Franchisee, at Franchisee's expense
and effort, and meeting such specifications as Snap-on Credit, in conjunction
with Snap-on may require, shall, (i) subscribe to and utilize a reliable and
secure internet service provider or other electronic communication service; (ii)
obtain and use electronic point of sale equipment, computer equipment, operating
software, communications services, web pages, intranets, extranets, portals and
other electronic and computer systems, software, services and the like; and
(iii) use the forgoing to communicate, exchange transmit or receive (with
Snap-on Credit, Snap-on, customers on the List of Calls and others), information
and data for invoicing, accounting, record keeping, reporting, updating rate and
other schedules, Franchisee Paper, Lease, and other transactional data,
Franchisee customer lists and locations, and other Franchise credit operations
information.  Any or all of these may be designated by Snap-on Credit,
in conjunction with Snap-on, who reserves the right to approve any and all use
by Franchisee of electronic commerce content and communication.  Also,
Snap-on Credit may require that d all communications between Franchisee and
Snap-on Credit be made through the internet or such other designated electronic
medium, and Franchisee may be required to access the internet or other
electronic information on a regular basis (even daily) to obtain full benefit of
the Snap-on Credit Program.  Failure to comply with the electronic
commerce requirements here or in the Program Manual, may subject Franchisee to
the then current non-compliance service fee ($150 per month as of the date of
this Agreement, but subject to change).  Snap-on Credit is not liable
for any damage to Franchisee including but not limited to lost profits, for
delayed orders, delayed, inaccurate, or lost credit decisions, contract
acceptance, product sales, payment posting, Franchisee’s Weekly Invoice posting
or charging or any other transaction transmitted via any means or the like which
are the result of any outage or delay related to electronic transmission of
information, whether by the internet or otherwise, or as the result of
Franchisee’s failure to access the information.  Franchisee
acknowledges and agrees to verify, in a timely manner, the accuracy of any
electronic transmission of information, whether by the internet or otherwise.
Franchisee also acknowledges and agrees that any and all information provided to
Franchisee by Snap-on Credit under this Agreement may be provided in such manner
and by such media as Snap-on Credit may determine, including, without limitation
by electronic and/or computer means.  Without limiting the generality
of the preceding sentence, such information may include the Program Manual (and
updates), financial product information and financial
schedules.  Snap-on Credit may, in its sole business judgment, make
use of any information required to be furnished by Franchisee to Snap-on Credit
through any medium in the conduct of its business, including but not limited to
market research and/or performance evaluations.


    
      
         


      

      
        Exhibit
I-1-6

        
          

        

      

      
         


      

    


    6.       Compliance with Laws;
Indemnification.

    (a)         Franchisee
is responsible for complying with all Applicable Laws governing Franchisee’s
conduct with respect to Franchisee Paper or Leases and the transactions
thereunder.

    (b)         In
addition to every other right and remedy of Snap-on Credit in this Agreement and
under Applicable Laws, on demand, Franchisee agrees to indemnify and hold
Snap-on Credit and all Affiliates harmless from and against any liability,
claim, loss or expense (including, without limitation, all legal fees and costs)
Snap-on Credit or such Affiliate incurs or may incur in any way resulting from
or arising out of:

     (i)            
Any violation, breach or alleged violation or breach by Franchisee of any
representation, warranty, agreement or other provision of this Agreement or the
Program Manual;

     (ii)           
Any violation, breach or alleged violation or breach by Franchisee of any duty
or obligation imposed upon Franchisee under Applicable Laws resulting from or
arising out of any act or omission of Franchisee;

     (iii)           Any
Franchisee Paper or Lease that is not in all respects a Qualified Transaction
and approved by Snap-on Credit;

     (iv)           The
return of Products, price adjustments, and copies of Franchisee Paper or Leases
given to Customers that differ from the originals;

     (v)           
Any misrepresentation by Franchisee to Customers with respect to any Franchisee
Paper which differs from the records provided and updated by Snap-on Credit and
available through electronic medium;

     (vi)           The
unauthorized use or abuse of any document or any portion of any document which
is provided to Franchisee by Snap-on Credit or Snap-on for use with the Extended
Credit Program, the Lease Program, or any other Snap-on Credit financing or
servicing program;

     (vii)          The
use of any Franchisee created or third party created financing program to extend
credit to Customers; and

     (viii)         Any
misrepresentation of the status of any Franchisee Paper or Lease or associated
documentation to any customer.

    


    7.       Returns
or Adjustments.  Franchisee will not accept for return any
Products sold or leased pursuant to any Franchisee Paper or Lease purchased by
Snap-on Credit without Snap-on Credit's prior approval.  Franchisee
shall not alter the terms of any Franchisee Paper or Lease without the express
written consent of Snap-on Credit.  Franchisee will promptly advise
Snap-on Credit of any returns, substitutions or adjustments for any Products
sold or leased pursuant to any Franchisee Paper or Lease purchased by Snap-on
Credit.


    
      
         


      

      
        Exhibit
I-1-7

        
          

        

      

      
         


      

    


    8.      
  Franchisee
Collections.

    (a)         Except
as otherwise directed in writing by Snap-on Credit, Franchisee shall make weekly
collections on Franchisee Paper accepted by Snap-on Credit (or its affiliate) as
provided in the Program Manual.  Franchisee shall make weekly or
monthly collections on Leases when Snap-on Credit gives Franchisee instructions
to do so.  When making collections from Customers, Franchisee shall
act as Customer's agent and shall hold such funds in trust for the benefit of
Customer and Snap-on Credit.  Franchisee is not Snap-on Credit's agent
for any purposes.  Nothing herein shall preclude any Customers from
making payment to Snap-on Credit directly, and Snap-on Credit may at any time
require the Customer under a Franchisee Paper or Lease purchased by Snap-on
Credit to make payments directly to Snap-on Credit.  Franchisee shall
remit all collections at least weekly via Snap-on Credit’s preferred electronic
interface.  All payments to Snap-on Credit not made by electronic
interface shall be in United States dollars, by check or money order, or if
required by Snap-on Credit, certified funds, payable by Franchisee or Customers
to the order of Snap-on Credit, or as otherwise provided in the Program Manual.
Third party checks will not be accepted. To the extent permitted by and subject
to applicable law, if Franchisee’s payment remittance is not paid because of
non-sufficient funds in Franchisee’s checking account or a closed account,
Franchisee may be assessed an NSF Check Charge of $25.00 (or the maximum
permitted by applicable law if less).  Franchisee agrees to make
collections from Customers on existing Franchisee Paper or Leases, and on
Serviced Franchisee Paper.  As directed by Snap-on Credit, Franchisee
agrees to make occasional collections from Customers at Customers' homes
including, but not limited to those that are located near a stop on Franchisee's
List of Calls.

    (b)         Franchisee
acknowledges that Customers may move among various Snap-on franchisee, or
independent or company operated Lists of Calls; and, accordingly, that it is
desirable for them and for Customers to allocate collections or credits among
those parties and Lists of Calls.  Franchisee agrees that credit for
collections received by Snap-on Credit with respect to any Customer (whether a
payment by a Customer or foreclosure by Snap-on Credit), or credits to such
Customer's obligations under particular a Lease or other Franchisee Paper, shall
be allocated by Snap-on Credit to each Snap-on dealer whose interests are
affected thereby (including Franchisee) pro rata to the total
Outstanding Balance due from time to time under the applicable Franchisee Paper,
Serviced Paper or Leases.  Snap-on Credit reserves the right to round
allocations to the nearest dollar.

    (c)         Franchisee
agrees to advise Snap-on Credit weekly of any missed collections or deficiencies
or late payments by any Customer.

    (d)         Franchisee
shall maintain delinquency levels for all Franchisee Paper and Serviced
Franchisee Paper in accordance with standards established by Snap-on Credit, in
conjunction with Snap-on, in the Program Manual.

    


    9.    
   Franchisee's
Compliance with Miscellaneous Requirements.  Franchisee
shall:

    (a)         Pay
when due all applicable taxes (including sales tax) arising out of any sale or
lease under Franchisee Paper or Leases;

    (b)         Preserve
all records of Franchisee Paper, Serviced Franchisee Paper and Lease
transactions to the extent not delivered to Snap-on Credit, for the longer of
the term thereof or two (2) years and two (2) months (26 months) from the dates
thereof (or such other period as may be specified in the Program Manual) and
permit Snap-on Credit to examine and verify same at any reasonable
time;

    (c)         Permit
Snap-on Credit, in Franchisee's name, to endorse all notes, checks and other
remittances from Customers with respect to Franchisee Paper, Serviced Paper or
Leases held by Snap-on Credit;

    (d)         Execute
and file such statements and notices as Snap-on Credit may request to preserve
or perfect its interests hereunder and under Franchisee Paper or Leases held by
Snap-on Credit;

    (e)         Promptly
notify Snap-on Credit in the event of any Customer complaint concerning
Products, Franchisee's performance under this Agreement, Customer’s statements
concerning the removal of or imminent sale of any collateral under any
Franchisee Paper or Lease or otherwise; and


    
      
         


      

      
        Exhibit
I-1-8

        
          

        

      

      
         


      

    

    


    (f)         Remit
payment to Snap-on Credit weekly as required under Section 8 above or transmit
Customer checks for the exact amount of the payment to be credited to Customer's
account (other third party checks will not be accepted by Snap-on
Credit).

    


    10.     
Representations
and Warranties.  As to any Franchisee Paper or Lease which
Franchisee offers to sell to Snap-on Credit, and the transaction evidenced
thereby, Franchisee represents and warrants to Snap-on that:

    (a)         The
transaction arose from the sale or lease of the Products described on the face
of the Franchisee Paper or Lease.

    (b)         Franchisee
has performed or will perform all of its obligations to Customer in connection
with the sale or lease evidenced thereby.

    (c)         The
transaction involved no sale or lease other than the one described therein and
it involved no advance of cash or other form of loan.

    (d)         Franchisee
(or Snap-on in the case of consignment) had title to the Products at the time of
the sale or lease, free of any liens or claims, except liens in favor of Snap-on
or an Affiliate.

    (e)         At
the time of purchase or acceptance by Snap-on Credit, Franchisee had valid title
to the Franchisee Paper or Lease, free of any liens or claims.

    (f)         
The Franchisee Paper or Lease constitutes in all respects and at all times a
Qualified Transaction, including, without limitation, that it is signed by the
Customer, reflecting Products actually delivered to and retained by Customer
identified on the Franchisee Paper or Lease, and accurately reflecting the
financial reality of the whole transaction without undisclosed promises or
agreements or trades.

    (g)         The
Products were obtained by Franchisee from, or were authorized or approved by,
Snap-on or an Affiliate for resale by Franchisee.

    (h)         Customer
has not made any payments for the Products except as stated on the face of the
Franchisee Paper or Lease.

    (i)         
Franchisee has remitted to Snap-on Credit all payments made by Customers and has
not made payments on behalf of any Customers.

    (j)         
Franchisee has not accepted any Products in trade or for Credit or made a
repossession from any Customer without receiving prior approval pursuant to
Section 7 above. Delays in notifying Snap-on Credit of any such return or
repossession of more than one week shall constitute a breach of this
representation and warranty.

    (k)         Franchisee
has not misrepresented the status of Franchisee’s delinquencies or collections
nor mislead Snap-on Credit when qualifying for any promotional opportunity being
offered by the Company.

    (l)         
Franchisee has provided a copy of the signed Franchisee Paper or Lease to the
Customer and receipts for each payment made.

    


    Each of
the representations and warranties in subsection (a) through (l) hereof is
material to Snap-on Credit's agreements hereunder.  If any of them is
breached or is erroneous, Franchisee unconditionally promises to accept
assignment of such Franchisee Paper or Lease and to pay Snap-on Credit, on
demand, the full amount of the Outstanding Balance of that Franchisee Paper or
Lease and to otherwise indemnify Snap-on Credit and all Affiliates pursuant to
Section 6(b) above.  Franchisee authorizes Snap-on Credit to cause
Snap-on to charge all such amounts on Franchisee's Weekly
Invoice.


    
      
         


      

      
        Exhibit
I-1-9

        
          

        

      

      
         


      

    

    


    11. 
    Default,
Repossession, and Recourse Obligations.

    (a)         Repossession
Assistance.  Upon request, Franchisee shall assist Snap-on
Credit in making any repossession or recovery after default by the Customer in
or near Franchisee’s List of Calls with respect to any Franchisee Paper or
Leases or Serviced Franchisee Paper purchased by Snap-on Credit from Franchisee
or otherwise owned by Snap-on Credit.  The repossession shall be
without additional charge to Snap-on Credit and in accordance with the
procedures for repossession in the Program Manual and any Applicable
Laws.  Franchisee shall hold any repossessed or recovered Product for
the benefit of Snap-on Credit and shall not sell or otherwise dispose of it
until Snap-on Credit otherwise directs Franchisee in writing.  At the
request of Snap-on Credit, Franchisee will provide photographs and a written
description of any repossessed Products and their condition.

    (b)         Sale of Repossessed Products
by Snap-on Credit.  Franchisee agrees to offer to repurchase
from Snap-on Credit all repossessed Products relating to any Franchisee Paper or
Leases or Serviced Franchisee Paper under which Products are sold or leased to
Franchisee’s Customers, subject to the terms of this section.

    (1)        Surrendered
Products.  Snap-on Credit may, in its discretion, agree to
permit a Customer to surrender one or more Products to Snap-on Credit in full or
partial satisfaction of that Customer's obligations under any Franchisee Paper
or any Lease or Serviced Franchisee Paper in accordance with Applicable Laws. At
the request of Snap-on Credit, Franchisee will purchase such Products for a
price equal to the Retail Value of such Products.

    (2)        UCC Foreclosure
Sales.  Snap-on Credit may conduct a public or private
foreclosure sale with respect to its security interest in repossessed Products
owned by a Customer who has defaulted on obligations to Snap-on Credit under any
Franchisee Paper or Lease or Serviced Franchisee Paper held by Snap-on
Credit.

    (i)         Public foreclosure
sales.  If Snap-on Credit conducts a public sale of the
repossessed Products under the Uniform Commercial Code of any state, Franchisee
will be deemed to have submitted a bid which will not exceed the Retail Value of
the repossessed Product (and Franchisee hereby submits an irrevocable bid) at
such sale equal to the greater of the
Customer's Outstanding Balance or 75% of the Retail Value of such Products, up
to a maximum purchase price equal to the Retail Value of such
Products.

    (ii)        Private foreclosure
sales.  If Snap-on Credit elects to sell the repossessed
Products in a private sale under the Uniform Commercial Code of any state,
Franchisee shall either submit to Snap-on Credit a written offer to purchase
such Products for an amount equal to the greater of the Customer's Outstanding
Balance or 75% of the Retail Value of such Products, up to a maximum purchase
price equal to the Retail Value of such Product.  Any such offer to
purchase shall be submitted within the time period and in the manner provided in
the Program Manual.  Snap-on Credit may reject any such offer to
purchase in its sole and absolute discretion, in which case Franchisee shall not
be liable for any disposition fee.  To the extent that any purchase by
Franchisee under this section would be deemed a transfer of collateral under
9-618(2) of the Revised Uniform Commercial Code, Franchisee acknowledges that
after such sale, Franchisee will have all of the rights and obligations of a
secured party with respect to the Customer and the repossessed Products,
including the duty of giving to the Customer notices and an accounting as to any
excess proceeds realized by Franchisee on subsequent resale of the
Products.

    (3)        No
Warranties.  All purchases of Products by Franchisee pursuant
to this Section shall be on an "AS IS" and "WHERE IS" basis.


    
      
         


      

      
        Exhibit
I-1-10

        
          

        

      

      
         


      

    

    


    (c)         Authorization for
Charges.  Franchisee authorizes Snap-on Credit to cause Snap-on
to credit or charge Franchisee's Weekly Invoice for all amounts payable under
this Section 11.

    


    12.  
   Further
Recourse and Loss-Sharing Obligation of Franchisee, Recovery
Proceeds.

    (a)         After
default by the Customer on any obligation under Franchisee Paper accepted by
Snap-on Credit, if Snap-on Credit determines in its sole and absolute discretion
that repossession or recovery of Products or other collateral securing a
Customer's obligations is impractical or uneconomical, or, if the Sale Proceeds
in connection with resale of repossessed Products associated with the defaulted
Franchisee Paper are less than the Outstanding Balance,  then
Franchisee shall pay, on demand by Snap-on Credit, 25% of the Outstanding
Balance of that Franchisee Paper. After default by the Customer on any
obligation under Leases accepted by Snap-on Credit, if Snap-on Credit determines
in its sole and absolute discretion that repossession or recovery of Products or
other collateral securing a Customer's obligations is impractical or
uneconomical, or, if the Sale Proceeds in connection with resale of repossessed
Products associated with the defaulted Lease are less than the Outstanding
Balance, then Franchisee shall pay, on demand by Snap-on Credit (or on demand by
Snap-on if Snap-on Credit assigns its rights to collect such Lease to Snap-on),
up to 20% of the Outstanding Balance of that Lease.  In the event such
Lease includes tools and equipment which are not Products, as defined in this
Agreement, the Outstanding Balance Due shall be prorated, such that Franchisee’s
share of any loss shall be limited to the pro rata share associated with the
Products. The percentage of loss sharing on Leases shall be determined in the
manner described in the Program Manual.  Franchisee authorizes Snap-on
Credit to cause Snap-on to charge the Reserve Account for any amount due under
Section 11 or this Section 12.  Franchisee promptly shall pay to
Snap-on Credit any remaining amounts owed; and Franchisee authorizes Snap-on
Credit to cause Snap-on to charge Franchisee's Weekly Invoice for such amount,
including charging Franchisee’s Weekly Invoice under any current or subsequent
Snap-on Franchise.

    (b)         In
the event Snap-on Credit thereafter collects any portion of such Franchisee
Paper or Lease, Snap-on Credit shall pay or cause Snap-on to credit Franchisee's
Weekly Invoice 25% for Franchisee Paper and up to 20%, or such lesser amount as
set forth in the Program Manual for Leases, of the amounts received, after
deducting all costs of collection, up to the total recourse amount paid to
Snap-on Credit by Franchisee in relation to the defaulted Franchisee Paper or
Lease.  Nothing herein shall be deemed to impose on Snap-on Credit any
duty whatsoever to collect amounts outstanding on any Franchisee Paper or
Lease.

    


    13.   
  Security
Requirement - Franchisee Reserve Account.

    (a)         To
secure Franchisee's performance of obligations under this Agreement, upon
Snap-on Credit's acceptance of Franchisee Paper or Lease, Franchisee shall
deliver to Snap-on Credit (or Snap-on Credit may retain) the Reserve Requirement
for that Franchisee Paper or Lease, which amount will be credited to the Reserve
Account and deducted from the payments or credits issued by Snap-on Credit to
Franchisee with respect to Franchisee's Weekly Invoice.  Franchisee
authorizes Snap-on Credit to cause Snap-on to charge this amount on Franchisee's
Weekly Invoice.  Amounts credited to the Reserve Account may be
commingled with Snap-on's general funds and there is no obligation to pay
interest on such amounts.  If Snap-on chooses to pay interest on such
amounts, Snap-on Credit shall cause Snap-on to credit Franchisee with interest
on the total amount in the Reserve Account as of the month-end closing date at
the rate of interest that Snap-on may determine from time to
time.


    
      
         


      

      
        Exhibit
I-1-11

        
          

        

      

      
         


      

    

    


    (b)         To
secure Franchisee's performance of obligations under this Agreement, Franchisee
further grants Snap-on Credit a security interest in all of the following
property of Franchisee, whether now owned or hereafter acquired, and whether
tangible or intangible:  inventory, consigned inventory, tools,
equipment, vans, accounts, business deposit accounts, contract rights, general
intangibles, chattel paper, Revolving Accounts, Extended Credit contracts,
Credit Sale Contracts, Open Accounts, Leases, insurance policies, documents,
deposits, Franchisee's Reserve Account(s), Franchisee's Business Investment
Account, trademarks, trade names, customer lists, books, records, catalogues,
sales aids, computers, computer programs and data, and any replacements,
substitutions, additions, accessions or proceeds thereof.  This
provision shall survive termination of this Agreement. On execution of this
Agreement, and as otherwise reasonably required by Snap-on Credit, Franchisee
shall sign any documents requested by Snap-on Credit for the purpose of
evidencing or perfecting its security interest and shall cooperate with Snap-on
Credit in making appropriate UCC filings to perfect that security interest.
Further, to the extent permitted by and subject to applicable law, Franchisee
hereby grants Snap-on or its agent or assigns the power of attorney and right to
sign on behalf of Franchisee and file or record, any and all such financing
statements and related documents as may be necessary to perfect or maintain the
security interest granted by Franchisee under this Agreement, all the forgoing,
collectively, the “Collateral”).  Franchisee authorizes Snap-on Credit
the right to describe the Collateral in any financing statement as “all business
assets.”  This statement in any financing statement shall not expand
or limit the property given as security for performance of obligations under
this Agreement as described above.

    (c)         If
Franchisee fails to timely perform any obligation contained in this Agreement,
Snap-on Credit shall have the immediate right (and may cause Snap-on or an
Affiliate) to set-off and deduct the amount of that obligation on the
Franchisee's Weekly Invoice and to deduct the amount from any other moneys
Snap-on Credit or Snap-on or an Affiliate may hold with respect to or may owe
Franchisee.  If the amount in the Reserve Account and/or the Weekly
Invoice balance is not paid in an amount sufficient to cover the amount of any
obligation, then Franchisee shall pay to Snap-on Credit on demand any remaining
amounts owed.

    (d)         Provided
that Franchisee is not in default under the Franchise Agreement and that there
is no existing breach by Franchisee of any representation or warranty in this
Agreement, the amount by which the total credit in the Reserve Account exceeds
15% (or such lesser amount as Snap-on Credit may designate from time to time) of
the total combined Outstanding Balance of all Franchisee Paper collected or
serviced by Franchisee will be returned to Franchisee, at such times as Snap-on
Credit may determine, and may be credited to Franchisee's Weekly
Invoice.

    (e)         Snap-on
Credit may apply the Reserve Account to any indebtedness due or which may become
due from Franchisee to Snap-on Credit or any affiliate until 60 days after
termination of the Franchisee Agreement or for such longer period as may be
reasonably necessary to properly compute such indebtedness.

    


    14.   
  Approvals
and Waivers.  No waiver by any party of any provision of this
Agreement shall be deemed a waiver of any other provision of this Agreement or
of any subsequent breach by any other party of the same or another
provision.  Any party's consent to, or approval of, any act shall not
be deemed to render unnecessary the obtaining of such party's consent to or
approval of any subsequent act.


    
      
         


      

      
        Exhibit
I-1-12

        
          

        

      

      
         


      

    


    15.  
   Dispute
Resolution.

    (a)         Mediation.  Except
as otherwise provided in Section 15.(e) below, any controversy or dispute
arising out of, or relating to the termination of the Franchise or the
termination or nonrenewal of this Agreement including, but not limited to, any
claim by Franchisee, or any person in privity with or claiming through
Franchisee must be submitted to non-binding mediation prior to any matter being
submitted to arbitration.  This provision applies only to
controversies and disputes that are specific to Franchisee, or any person in
privity with or claiming through Franchisee and not to issues that effect
Snap-on franchisees generally. Any such mediation will be held within 30 days
after a demand for mediation is made by either party by notice to the other
party.  The mediation will be conducted in the state in which
Franchisee resides.

      The mediator will be someone
knowledgeable with the Snap-on business.  Franchisee may be
accompanied at the mediation by anyone of Franchisee’s choosing.  If
Franchisee elects not to be represented by counsel, Snap-on Credit will also
participate in the mediation without counsel.  Snap-on Credit or
Snap-on will pay the costs of the mediator and location at which the mediation
takes place.

    (b)         Agreement to
Arbitrate.  Except as otherwise provided in Section 15(e)
below, any controversy or dispute arising out of, or relating to the Franchise
or this Agreement including, but not limited to, any claim by Franchisee, or any
person in privity with or claiming through, on behalf of or in the right of
Franchisee, concerning the entry into, performance under, nonrenewal of, or
termination of, this Agreement; any claim against a past or present employee,
officer, director, agent or affiliate of Snap-on Credit; any claim of breach of
this Agreement or any agreement between the parties or their respective
affiliates (whether existing before or after this Agreement); and any claims
arising under state or federal laws, including any statutes, rules, or
regulations, shall be submitted to final and binding arbitration as the sole and
exclusive remedy for any such controversy or dispute.  As a condition
of submitting a controversy or dispute regarding the termination of the
Franchise or the termination or nonrenewal of this Agreement to arbitration, the
parties must have participated in and failed to resolve the controversy or
dispute through mediation, or the party filing the arbitration has made himself
available to participate, but the party against whom the arbitration is filed
refused to participate or otherwise failed to make himself available to
participate in the mediation process within the prescribed
time.  Unless prohibited by applicable law, any claim shall be made by
filing a written demand for arbitration within one (1) year following the
conduct, act or other event or occurrence first giving rise to the claim;
otherwise, the right to any remedy shall be forever barred.  Persons
in privity with or claiming through, on behalf of or in the right of Franchisee
include, but are not limited to, spouses and other family members, heirs,
executors, representatives, successors and assigns.  In no event shall
persons in privity include other Snap-on franchisees who have signed separate
franchise agreements with Snap-on, unless all of those franchisees are under the
common control of the same person or entity.  FRANCHISEE AND SNAP-ON CREDIT
ACKNOWLEDGE AND AGREE THAT, BY ENTERING INTO AN ARBITRATION AGREEMENT, THEY ARE
WAIVING ANY RIGHT TO A TRIAL BY JURY IN ANY COURT
PROCEEDING.


    
      
         


      

      
        Exhibit
I-1-13

        
          

        

      

      
         


      

    


    (c)         Procedures for
Arbitration.  The right and duty of the parties to this
Agreement to resolve any disputes by arbitration shall be governed exclusively
by the Federal Arbitration Act, as amended, and arbitration shall take place
according to the commercial arbitration rules of the American Arbitration
Association in effect as of the date the demand for arbitration is
filed.  The arbitration shall be held at the office of the American
Arbitration Association nearest the Snap-on Regional Sales Office to which
Franchisee was assigned most recently prior to the demand for arbitration;
provided, however, if such office is outside the state in which the Franchisee
resides, Franchisee may cause the arbitration to be held within the Franchisee’s
state of residence at a place mutually convenient to the parties and the
arbitrator.  The arbitration shall proceed before a single
arbitrator.  The arbitrator shall be chosen by the striking method
from a panel of neutral arbitrators provided by the American Arbitration
Association.  If the amount claimed by the party filing for
arbitration both in the original demand for arbitration and in any amendment is
less than Seventy-five Thousand Dollars ($75,000.00), Snap-on Credit shall pay
the fees and expenses of the arbitrator and shall also pay the filing fees and
costs charged by the American Arbitration Association up to a maximum of Seven
Thousand Five Hundred Dollars ($7,500.00).  Any amount in excess of
Seven Thousand Five Hundred Dollars ($7,500.00) will be split equally by the
parties.  If the amount of the claim filed either in the original
demand for arbitration or by amendment is for Seventy-five Thousand Dollars
($75,000.00) or more, the parties agree to split equally the fees and expenses
of the arbitrator and the filing fees and costs charged by the American
Arbitration Association.  Unless otherwise agreed by the parties or
ordered by the arbitrator, pre-hearing discovery in any arbitration is limited
to the following:  (1) production of all documents that will be
introduced at the hearing; (2) production of written or recorded statements; (3)
production of all documents relied upon by experts in the hearing; (4)
production by Franchisee of tax returns filed by Franchisee for the last three
(3) tax years; and (5) not more than two depositions per side.

    (d)         Limitation on Damages,
Enforceability.  Each party further agrees that, unless such a
limitation is prohibited by applicable law, the other party shall not be liable
for punitive or exemplary damages and that the arbitrator shall have no
authority to award the same.  The award or decision by the arbitrator
shall be final and binding on the parties and may be enforced by judgment or
order of a court having subject matter jurisdiction in the state where the
arbitration took place.  The parties consent to the exercise of
personal jurisdiction over them by such courts for the purpose of carrying out
this provision; and they waive any objections that they would otherwise have to
the same.  Unless prohibited by applicable law, (i) no arbitration
under Section 15 shall include, by consolidation, joinder, class action or in
any other manner, any person other than Franchisee and Snap-on Credit and any
other person in privity with or claiming through, in the right of or on behalf
of Franchisee or Snap-on Credit, unless both Franchisee and Snap-on Credit
consent in writing, and (ii) no finding or stipulation of fact in any other
arbitration, judicial or similar proceeding shall be given preclusive or
collateral estoppel effect in any arbitration hereunder, and no conclusion of
law in any other arbitration shall be given any weight in any arbitration
hereunder, except to the extent such finding, stipulation or conclusion may have
been determined in another proceeding between Franchisee and Snap-on Credit or
any person in privity with or claiming through, in the right of or on behalf of
Franchisee or Snap-on Credit.  The parties agree to arbitrate only
controversies and disputes that are specific to Franchisee or any person in
privity with or claiming through Franchisee and not issues that effect
franchisees generally.  In the event any provision in this Section 15,
other than the prohibition against consolidation, joinder and class action, is
determined to be legally invalid or unenforceable under the law applicable in a
particular case, then it is the intention of the parties to this Agreement that
such provision be deemed inoperative and stricken from this Agreement, and that
the remainder of this Section 15, to the extent not legally invalid or
unenforceable under applicable law, be enforced as written and as if the invalid
or unenforceable provision or provisions had not been included in this Section
15.  If the prohibition against consolidation, joinder and class
action is determined to be legally invalid or unenforceable in a particular
case, then it is the intent of the parties that the case shall proceed only in
any federal court of competent jurisdiction, or in the event there is no
jurisdiction in a federal court, then in that situation only, the case shall
proceed in a state court of competent jurisdiction.


    
      
         


      

      
        Exhibit
I-1-14

        
          

        

      

      
         


      

    

    


    (e)         Provisional Remedies.
Each party shall have the right to seek from an appropriate court provisional
remedies including, but not limited to, temporary restraining orders,
preliminary injunctions or replevin orders before, during or after
arbitration.  Neither party need await the outcome of the arbitration
before seeking provisional remedies.  Seeking any such remedies shall
not be deemed to be a waiver of either party's right to compel
arbitration.  Any such action shall be brought by Snap-on Credit or
Franchisee in the county (or similar political unit) or federal judicial
district where Franchisee resides, or where any property that may be the subject
of the action is located.  The parties consent to the exercise of
personal jurisdiction over them by courts located there and to the propriety of
venue in such courts for the purpose of carrying out this provision; they waive
any objections that they would otherwise have to the same; and they waive the
right to have any such action decided by a jury.

    


    16.     Waiver of
Notice of Nonpayment, Protest; Default and Demands.  Franchisee
waives notice of default or nonpayment, protest or notice of protest, demand for
payment and any other demand or notice in connection with any Franchisee Paper,
Lease or this Agreement.  Franchisee agrees that so long as Snap-on
Credit in good faith believes that it is appropriate to do so under the
circumstances, Snap-on Credit may waive, compromise, settle, or vary any terms
of any Franchisee Paper or Lease purchased by Snap-on Credit, or permit these
events to occur by operation of law, without limiting or otherwise affecting
Franchisee's obligations under this Agreement.  Without limiting the
generality of the foregoing, Franchisee's recourse obligations set forth in
Sections 11 and 12 shall not be terminated, modified or affected in any way by
such actions, and Franchisee hereby consents to all such actions.  No
termination of this Agreement shall affect Franchisee's recourse obligations
with respect to any Franchisee Paper or Lease purchased by Snap-on Credit prior
to such termination.

    


    17.     Successors
and Assigns.  All or any portion of this Agreement, or of any
Franchisee Paper or Leases purchased by Snap-on Credit, and all or any portion
of the rights under the foregoing, may be assigned or transferred in whole or in
part by Snap-on Credit or an Affiliate in its sole and absolute discretion at
any time.  Franchisee may not assign or delegate any rights or duties
hereunder without the express written consent of Snap-on Credit. Franchisee may
not assign or delegate any rights or duties hereunder to any
employee.  Franchisee shall remain responsible for the actions and
omissions of any employee.  This Agreement inures to the benefit of
and binds the respective heirs, executors, administrators, representatives, and
permitted successors and assigns of Snap-on Credit and Franchisee.

    


    18.     Term and
Renewal of this Agreement.  The term of this Agreement shall be
10 years from the Effective Date or for the remaining term of the Franchisee’s
Franchise Agreement, which ever is less, unless terminated sooner according to
Sections 19 or 20 of this Agreement.  If Franchisee renews, updates,
or converts a Franchise Agreement with Snap-on in accordance with their
agreement with Snap-on, the Franchisee shall also execute the then-current form
of this Agreement.


    
      
         


      

      
        Exhibit
I-1-15

        
          

        

      

      
         


      

    

    


    19.  
   Termination
by Franchisee.  Franchisee may terminate this Agreement without
cause by providing Snap-on Credit thirty (30) days' advance written notice of
Franchisee's intent to terminate.

    


    20.  
   Termination
by Snap-on Credit.

    (a)       Automatic Termination
without Notice. Franchisee shall be deemed to be in default under this
Agreement and Snap-on Credit will without prejudice to any and all other rights
and remedies it may have under this Agreement or under applicable law, terminate
this Agreement without notice to Franchisee in the following
instances:

    (i)         
If Franchisee is adjudicated a bankrupt or becomes insolvent, or has a trustee
or receiver appointed by a court of competent jurisdiction for all or any part
of Franchisee's property; or

    (ii)         If
a plan of liquidation, reorganization, composition or arrangement of
Franchisee's affairs is sought to be instituted for or against Franchisee,
whether or not the same is subsequently approved by a court of competent
jurisdiction; or

    (iii)        If
a proceeding is filed under any bankruptcy laws or other similar laws and such
proceeding is not dismissed within ninety (90) days after filing;
or

    (iv)        If
Franchisee makes a general assignment for the benefit of creditors;
or

    (v)         If
Franchisee shall cease to be an authorized Snap-on franchisee because of the
termination of, or the transfer or assignment of rights under, the Franchise
Agreement between Franchisee and Snap-on (or an affiliate thereof).  A
Franchisee does not cease being an authorized Snap-on Franchisee if Franchisee
becomes a Standard Franchisee after having been a Gateway Franchisee or
otherwise remains a Franchisee under a different franchise agreement;
or

    (vi)        Upon
the death or incapacity of Franchisee (or the stockholder of a corporate
Franchisee).

    (b)       Termination upon
Notice.  Franchisee shall be deemed in default under this
Agreement and Snap-on Credit may, at its option, without prejudice to any and
all other rights and remedies it may have under this Agreement or under
applicable law, terminate this Agreement effective upon Franchisee's receipt of
written notice of termination, in the following instances:

    (i)         
If Franchisee falsifies any report, Franchisee Paper or Lease required to be
furnished Snap-on Credit, or engages in conduct involving dishonesty in dealing
with Snap-on Credit; or

    (ii)         If
any representation or warranty of Franchisee contained in this Agreement or in
any document or instrument delivered pursuant to this Agreement is untrue or
incorrect; or

    (iii)        If
Franchisee remains in default beyond the applicable cure period under any other
written agreement with Snap-on Credit or Snap-on (or any subsidiary or affiliate
of Snap-on); or

    (iv)        If
Franchisee has received two (2) or more notices of default under Section 20(c)
below within the previous twelve (12) months or within the previous six months
Franchisee submits two or more collection remittances that are returned for
insufficient funds, Snap-on Credit shall be entitled to send Franchisee a notice
of termination upon the next default of Franchisee without providing Franchisee
an opportunity to correct the default and/or require that all Franchisee
remittance hereunder be on certified funds; or

    (v)         If
Franchisee defaults by failing to maintain the delinquency requirements
established under Section 8(d) under this Agreement and fails to cure such
default within 60 days after notice of such condition.


    
      
         


      

      
        Exhibit
I-1-16

        
          

        

      

      
         


      

    

    


    (c)       Termination upon Expiration
of Cure Period.  Except for those items listed in preceding
Sections 20(a) and (b), Franchisee shall have thirty (30) days (or longer, if
such default cure period is specifically provided for in the Program Manual)
after written notice of default from Snap-on Credit within which to remedy any
default or breach under this Agreement, or any other written agreement with
Snap-on Credit, and provide evidence of that remedy to Snap-on
Credit.  If any such default is not cured within that time, this
Agreement shall terminate without further notice to Franchisee effective
immediately upon expiration of that time, unless Snap-on Credit shall notify
Franchisee otherwise in writing.  Without limiting the foregoing, the
following defaults are within this Section 20(c):

    (i)         
Failure by Franchisee to comply with any of the requirements imposed by this
Agreement, as supplemented by the Program Manual from time to time to which
Snap-on Credit may contribute Program procedures, or to carry out the terms of
this Agreement in good faith; or

    (ii)         
Failure of Franchisee to submit when required any reports; or

    (iii)         Failure
to adhere to the electronic commerce requirements of Snap-on Credit (including,
but not limited to, electronic remittance of collections and utilization of
electronic Credit Sale Contracts);

    (d)       Notwithstanding
the provisions of preceding Section 20(c), if Franchisee defaults in the payment
of any monies owed to Snap-on Credit when such monies become due and payable,
whether pursuant to this Agreement or otherwise, and Franchisee fails to pay
such monies within ten (10) days after receiving written notice of default,
then, unless Snap-on Credit shall notify Franchisee otherwise in writing, this
Agreement shall terminate without prejudice to any and all other rights and
remedies Snap-on Credit may have under this Agreement or under applicable
law.

    


    21.  
   Effect of
Termination on Franchisee’s Rights and Obligations.  If an
Event of Default or Termination under this Agreement shall occur, then Snap-on
Credit may, at its option, exercise any one or more of the following rights and
remedies:

    (a)         Snap-on
Credit will not purchase Franchisee Paper or Leases from Franchisee hereunder
after termination of this Agreement.

    (b)         All
obligations, warranties and agreements with respect to any Franchisee Paper or
Lease delivered to Snap-on Credit by Franchisee before such termination shall
remain in full force and effect, including, without limitation the provisions of
Section 12 above, and Franchisee shall remain liable for the performance of all
obligations to Customer and Snap-on Credit incurred while this Agreement was in
effect notwithstanding such termination, including but not limited to,
collection repossession and purchase requirements.

    (c)         In
the event the Franchise is terminated for any reason, Franchisee immediately
shall pay Snap-on Credit all sums due and owing hereunder.

    (d)         Except
as may otherwise be required by law, in the event the Franchise is terminated
for any reason or if an Event of Default occurs, and Franchisee fails to
immediately pay Snap-on Credit all sums due and owing hereunder, Snap-on Credit
(i) may sell all or any of the Collateral at public or private sale or sales
upon such terms and conditions as Snap-on Credit deems proper (and Snap-on
Credit may purchase any or all of the Collateral at any such sale), and apply
the net proceeds of such sale, after deducting all costs, expenses and
attorneys' fees incurred at any time in the collection of Franchisee’s
obligations under this Agreement and in the protection and sale of the
Collateral, first to the payment of Franchisee’s obligations under this
Agreement and then to the payment of any other liabilities of Franchisee to
Snap-on Credit, and shall return any remaining proceeds to Franchisee; provided
that Franchisee shall remain liable for any Franchisee’s obligations or other
amounts remaining unpaid after such application and interest thereon; and (b)
may take such other actions as it may deem appropriate or in its interest with
respect to the Collateral including, without limitation, (i) transferring the
whole or any part of the Collateral into its name or the name of a nominee, (ii)
collecting any amounts due on the Collateral directly from the persons obligated
thereon, (iii) exercising any voting or other rights with respect to any
Collateral consisting of securities, (iv) taking possession and control of the
Collateral and any proceeds thereof and (v) suing or making any compromise or
settlement with respect to any of the Collateral.


    
      
         


      

      
        Exhibit
I-1-17

        
          

        

      

      
         


      

    

    


    (e)         Snap-on
Credit may exercise from time to time any rights and remedies available to it
under all applicable laws, including, without limitation, the UCC and the
commercial code of any other applicable state.  In addition to and not
in limitation of all rights of offset that Snap-on Credit may have under
applicable law, Snap-on Credit shall, upon the occurrence of an Event of Default
or termination of this Agreement, have the right to appropriate and apply to the
payment of and to set-off against Franchisee’s obligations any and all balances,
credits, accounts or money of Franchisee then or thereafter received or held by
or under the control of Snap-on Credit.  Except as may otherwise be
required by law, including with respect to notice of any sale of Collateral,
Franchisee hereby waives, in connection with this Agreement and Franchisee’s
obligations under this Agreement, any right under or benefit of any law (whether
or not intended for its advantage or protection) that would restrict or limit
the right or ability of Snap-on Credit to obtain payment of Franchisee’s
obligations under this Agreement, including any law that would restrict or limit
Snap-on Credit in the exercise of right to appropriate at any time hereafter any
indebtedness owing from Snap-on Credit to Franchisee and any property of
Franchisee in the possession or control of Snap-on Credit and apply the same
toward or set-off the same against the payment of Franchisee’s obligations under
this Agreement.  All rights of Snap-on Credit under this Agreement are
cumulative.

     

    22.     Amendment
or Modification. This Agreement may only be amended by a writing executed
by Franchisee and Snap-on Credit; provided, however, that the Program Manual may
be amended by Snap-on Credit as provided in Section 4 above.  Snap-on
Credit reserves the right in its sole and absolute discretion to amend,
terminate or supplement all or any part of its Programs at any time, and
specifically reserves the right to cease making further purchases of Franchisee
Paper or Leases.

    


    23.     Franchisee
Option to Participate.  It is Franchisee's sole decision
whether to enter into this Agreement and become a participating
Franchisee.  Entering into this Agreement is not required for
Franchisee to continue as an authorized Snap-on
franchisee.  Franchisee understands that he is free to secure
financing of Customer purchases of Products or extend credit to Customers
through other means. Likewise, it is Snap-on Credit's sole decision to buy
Franchisee Paper or Leases from Franchisee.  Franchisee acknowledges
that Snap-on Credit's purchase of any Franchisee Paper or Lease is good and
sufficient consideration for all of Franchisee's obligations under this
Agreement and the Program Manual.  Franchisee agrees that Snap-on
Credit may obtain credit information about Franchisee, franchise operations
information from Snap-on and, that Snap-on Credit may provide Franchisee credit
information to Snap-on from time to time.

    


    24.     Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois without regard to its
conflicts of law provisions, provided, however, that in the event local law is
applied it shall be the laws of the state in which Franchisee resides at the
time this Agreement was executed, except to the extent that the Federal
Arbitration Act shall apply in accordance with Section 15
above.


    
      
         


      

      
        Exhibit
I-1-18

        
          

        

      

      
         


      

    


    25.     Severability.  Each
section, subsection, paragraph, subparagraph, term, and condition of this
Agreement and any portions thereof, shall be considered
severable.  If, for any reason, any portion of this Agreement is
determined to be invalid, contrary to, or in conflict with, any present or
future Applicable Laws in a final, unappealable ruling issued by any court,
agency, or tribunal with valid jurisdiction in a proceeding to which Snap-on
Credit is a party, that ruling shall not impair the operation of, or have any
other effect upon, any other portions of this Agreement; all of which shall
remain binding on the parties and continue to be given full force and
effect.  Any invalid portion shall be deemed not to be a part of this
Agreement as of the date upon which the ruling becomes final, if Franchisee is a
party to such proceedings, or upon Franchisee's receipt of notice of
nonenforceability from Snap-on Credit.

    


    26.     Notices.  All
notices, requests, consents, or approvals required or permitted to be given
hereunder shall be in writing and shall be deemed to be properly delivered
immediately, if personally delivered, or five (5) business days after having
been sent by United States Postal Service registered, certified, or express
mail, postage prepaid, return receipt requested:  (a) if to
Franchisee, addressed to Franchisee at the address first above written or at
such other address as Franchisee may have designated from time to time by
written notice to Snap-on Credit; and (b) if to Snap-on Credit, addressed to
Snap-on Credit at 950 Technology Way, Suite 301, Libertyville, Illinois, 60048
(marked Attn: General Manager), or to such other person or at such other address
as Snap-on Credit may have designated from time to time by written notice to
Franchisee.

     

    27.     Effect of
Other Agreements.  This Agreement supersedes any prior Dealer
Servicing Agreement, Dealer Credit Agreement, Dealer Credit and Lease Agreement,
Franchisee Servicing Agreement or any similar agreement, understanding, or
negotiations between Franchisee and Snap-on Credit or Snap-on about the subject
matter of this Agreement.  If there is a conflict between this
Agreement and the Franchise Agreement, the Franchise Agreement shall
control.

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date set forth
above.

    


    
      
        
          
            
              
                	 
      	 
      	
                        Snap-on
      Credit LLC

                      
	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      	
                        By:

                      	 
      
	 
      	
                        Franchisee

                      	 
      	 
      	
                        Credit
      Manager

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Witness

                      	
                          

                      	
                        Witness

                      


              

            

          

        

      

    


    
      
         


      

      
        Exhibit
I-1-19

        
          

        

      

      
         


      

    

    


    EXHIBIT
I-2

     

    FORM OF
FRANCHISEE AGREEMENT


     

    with a
“dealer”


    
      
         


      

      
        Exhibit
I-2-1

        
          

        

      

      
         


      

    

    
 

    
      
        	 
      	
                DEALER.
      CREDIT AGREEMENT

              	
                FD-1C

              


      

    

    


     

    THIS
AGREEMENT, made this  _____day of ___________, _____, between
__________________ (herein called "Snap-on") and ________________________
(herein
called "Dealer").

     

    WITNESSETH:

     

    FIRST,
that Snap-on agrees to purchase and Dealer agrees to sell on the terms and
conditions hereinafter expressed, Dealer's approved deferred payment paper from
his sales of new tools and equipment merchandised by Snap-on.

    SECOND,
it is further mutually agreed as follows:

     

    1.    Dealer
warrants as part of the consideration that all title retention and lien
instruments and notes will be genuine and the only instruments executed for the
tools and equipment described therein and will continue free from defenses and
offsets; all statements contained therein will be true and unpaid balances shown
therein correct; the tools and equipment shall have been delivered and accepted,
If the Dealer breaches any of the foregoing, he will repurchase the instruments
at the then unpaid balance; knowledge by Snap-on of any such breach at the time
of purchase of the instruments shall neither impair nor constitute any waiver of
any of the Dealer's obligations herein.

     

    2.    The
Dealer shall not, without prior consent of Snap-on, accept collections,
repossessions or consent to the return of any tools or equipment or modify the
terms of any instrument purchased by Snap-on.

     

    3.    Snap-on
will exercise due diligence in the credit investigation and collection of each
account purchased under this agreement.

     

    4.    The
Dealer agrees that, wherever possible, he will be responsible for making
repossessions if and when requested to do so by Snap-on.

     

    5.    It
is mutually agreed by the Dealer and Snap-on that it shall be within the sole
discretion of Snap-on as to whether or not it will purchase any instrument under
the terms of this agreement and whether or not any instrument shall be
repurchased by the Dealer under the terms of this agreement.

     

    6.    Upon
assignment to Snap-on, Snap-on will credit the Dealer's account in the same
manner in which the Dealer receives credit for all assigned
accounts.

     

    7.    It
is mutually agreed that, when a contract becomes a Skip or Bad Debt, Snap-on
will charge the Dealer 25 per cent of the net unpaid balance
thereof.

     

    8.    It
is mutually agreed that if a delinquency is due to misrepresentation on the part
of the Dealer or failure to deliver or service the tools and results in
repurchase of the account, the entire cost of the repurchase will be charged
back to the Dealer.

     

    9.    It
is mutually agreed that if any contract becomes a repossession, the Dealer shall
purchase the repossessed merchandise from Snap-on at the repurchase price and
Snap-on will pay the Dealer therefor 75 per cent of the difference between the
repurchase price (unpaid balance plus repossession costs less any unearned
finance charges) and the fair resale value mutually agreed between Snap-on and
the Dealer.

     

    10.  The
Dealer agrees to follow written Snap-on procedures regarding the handling of
deferred payment accounts.

     

    11.  Upon
acceptance below, this shall constitute an agreement between the Dealer and the
Snap-on Tools Corporation which shall inure to and bind the respective
successors and assigns, it being agreed that any instrument offered to Snap-on
for purchase under this agreement shall not have been offered to any other
financial institution for purchase or collateral against advances; this
agreement shall continue in effect until terminated, as to further sales of
instruments to Snap-on, by either party upon at least 30 days prior written
notice to the other.

     

    12.  Termination
of this agreement shall not affect the respective rights and obligations of
either party as to instruments theretofore purchased by Snap-on.

     

    13.  This
agreement shall be construed according to the laws of the state where accepted
by the Dealer and shall be applicable to all instruments purchased
hereunder.

     

    14.  Waiver
of any default hereunder shall not operate as a waiver of successive defaults.
No waiver of any provision hereof shall be binding unless such waiver shall be
in writing signed by the party waiving such provision.

     

    
      
        
          
            
              
                
                  
                    	
                            ACCEPTED:

                          	 	 
      
	 
      	 	 
      
	 
      	 	
                            (Dealer)   

                          
	 
      	 	 
      
	
                            Date:

                          	 
      	 
      	 	
                            Date:

                          	 
      	 
      


                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        Exhibit
I-2-2

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    LENDER
GROUPS

     

    JPMorgan Chase Bank N.A.
Lender Group

    


    
      
        	
                Administrative
      Agent:

              	 
      	
                JPMorgan
      Chase Bank, N.A.

              
	 
      	 
      	 
      
	
                Conduit
      Lender:

              	 
      	
                Falcon
      Asset Securitization Company LLC

              
	 
      	 
      	 
      
	
                Conduit
      Lending Limit:

              	 
      	
                $100,000,000

              
	 
      	 
      	 
      
	
                Committed
      Lender:

              	 
      	
                JPMorgan
      Chase Bank, N.A.

              
	 
      	 
      	 
      
	
                Commitment:

              	 
      	
                $100,000,000

              
	 
      	 
      	 
      
	
                Lender
      Group Limit:

              	 
      	
                $100,000,000

              
	 
      	 
      	 
      
	
                Reference
      Bank:

              	
                  

              	
                JPMorgan
      Chase Bank, N.A.

              


      

    


    
      
         


      

      
        Schedule
I-1

        
          

        

      

      
         


      

    


    SCHEDULE
II

     

    NOTICE
ADDRESSES

     

    
      
        
          
            
              
                	
                        JPMorgan
      Chase Bank, N.A.

                      	 
      	
                        Falcon
      Asset Securitization Company LLC

                      
	
                        10
      South Dearborn, 13th
      Floor

                      	 
      	
                        c/o
      JPMorgan Chase Bank, N.A.

                      
	
                        Chicago,
      IL  60603

                      	 
      	
                        10
      South Dearborn, 13th
      Floor

                      
	
                        Attention:

                      	
                        Asset
      Backed Securities

                      	 
      	
                        Chicago,
      IL  60603

                      
	 
      	
                        Trust
      Group

                      	 
      	
                        Attention:

                      	
                        Asset-Backed
      Securities-Conduit

                      
	
                        Telephone:    

                      	
                        312-732-7280

                      	 
      	
                        Telephone:    

                      	
                        312-732-9747

                      
	
                        Facsimile:

                      	
                        312-732-1844

                      	 
      	
                        Facsimile:

                      	
                        312-732-1844

                      
	 
      	 
      	 
      	 
      
	
                        Snap-on
      Credit LLC

                      	 
      	
                        SOC
      SPV1, LLC

                      
	
                        c/o
      Snap-on Incorporated

                      	 
      	
                        c/o
      Snap-on Incorporated

                      
	
                        2801
      80th Street

                      	 
      	
                        2801
      80th Street

                      
	
                        Kenosha,
      WI  53143

                      	 
      	
                        Kenosha,
      WI  53143

                      
	
                        Attention:

                      	
                        Vice
      President, General Counsel

                      	 
      	
                        Attention:

                      	
                        Vice
      President, General Counsel

                      
	 
      	
                        &
      Secretary

                      	 
      	 
      	
                        &
      Secretary

                      
	
                        Telephone:

                      	
                        262-656-5200

                      	 
      	
                        Telephone:

                      	
                        262-656-5200

                      
	
                        Facsimile:

                      	
                        262-656-5127

                      	 
      	
                        Facsimile:

                      	
                        262-656-5127

                      
	 
      	 
      	 
      
	
                        With copies of Notices to:

                      	 
      	
                        With copies of Notices
  to:

                      
	 
      	 
      	 
      
	
                        Snap-on
      Incorporated

                      	 
      	
                        Snap-on
      Incorporated

                      
	
                        2801
      80th Street

                      	 
      	
                        2801
      80th Street

                      
	
                        Kenosha,
      WI  53143

                      	 
      	
                        Kenosha,
      WI  53143

                      
	
                        Attention:

                      	
                        Vice
      President & Treasurer

                      	 
      	
                        Attention:

                      	
                        Vice
      President & Treasurer

                      
	
                        Telephone:

                      	
                        262-656-5200

                      	 
      	
                        Telephone:

                      	
                        262-656-5200

                      
	
                        Facsimile:

                      	
                        262-656-5353

                      	 
      	
                        Facsimile:

                      	
                        262-656-5353

                      
	 
      	 
      	 
      
	
                        Snap-on
      Credit LLC

                      	 
      	
                        Snap-on
      Credit LLC

                      
	
                        950
      Technology Way

                      	 
      	
                        950
      Technology Way

                      
	
                        Suite
      301

                      	 
      	
                        Suite
      301

                      
	
                        Libertyville,
      IL  60048

                      	 
      	
                        Libertyville,
      IL  60048

                      
	
                        Attention:

                      	
                        VP,
      Finance & Administration

                      	 
      	
                        Attention:

                      	
                        VP,
      Finance & Administration

                      
	
                        Telephone:

                      	
                        877-777-8455

                      	 
      	
                        Telephone:

                      	
                        877-777-8455

                      
	 
      	 
      	 
      
	
                        Snap-on
      Credit LLC

                      	 
      	
                        Snap-on
      Credit LLC

                      
	
                        950
      Technology Way

                      	 
      	
                        950
      Technology Way

                      
	
                        Suite
      301

                      	 
      	
                        Suite
      301

                      
	
                        Libertyville, 
      IL  60048

                      	 
      	
                        Libertyville, 
      IL  60048

                      
	
                        Attention:

                      	
                        Director,
      Operations &

                      	 
      	
                        Attention:

                      	
                        Director,
      Operations &

                      
	 
      	
                        Legal
      Services

                      	 
      	 
      	
                        Legal
      Services

                      
	
                        Telephone:

                      	
                        877-777-8455

                      	
                          

                      	
                        Telephone:

                      	
                        877-777-8455

                      


              

            

          

        

      

    


    
      
         


      

      
        Schedule
II-1