THEIR
TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE LOAN DOCUMENTS ARE
REQUIRED TO BE PERFORMED BY THE PURCHASING LENDER AS A LENDER UNDER THE CREDIT
AGREEMENT.
(8)
THE TRANSFEROR LENDER AND THE PURCHASING
LENDER EACH INDIVIDUALLY REPRESENTS AND WARRANTS THAT (A) IT IS VALIDLY EXISTING
AND IN GOOD STANDING AND HAS ALL REQUISITE POWER TO ENTER INTO THIS AGREEMENT
AND TO CARRY OUT THE PROVISIONS HEREOF AND HAS DULY AUTHORIZED THE EXECUTION AND
DELIVERY OF THIS AGREEMENT; (B) THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE PERFORMANCE OF THE OBLIGATIONS HEREUNDER DO NOT VIOLATE ANY PROVISION OF
LAW, ANY ORDER, RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL AGENCY OR ITS
CHARTER, ARTICLES OF INCORPORATION OR BYLAWS OR CONSTITUTE A DEFAULT UNDER ANY
AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND;
AND (C) IT HAS DULY EXECUTED AND DELIVERED THIS AGREEMENT, AND THIS AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS.
(9)
EACH OF THE PARTIES TO THIS ASSIGNMENT
AGREEMENT AGREES THAT AT ANY TIME AND FROM TIME TO TIME UPON THE WRITTEN REQUEST
OF ANY OTHER PARTY, IT WILL EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AND DO
SUCH FURTHER ACTS AND THINGS AS SUCH OTHER PARTY MAY REASONABLY REQUEST IN ORDER
TO EFFECT THE PURPOSES OF THIS ASSIGNMENT AGREEMENT.
(10)
THE ADDRESS FOR NOTICES TO
THE PURCHASING
LENDER AS WELL AS ADMINISTRATIVE INFORMATION WITH RESPECT TO THE PURCHASING
LENDER IS AS SET OUT BELOW:
H-3
(11)
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be executed by their respective duly authorized officers as of the date first
set forth above.
,
Transferor Lender
By:
Name:
Title:
,
Purchasing Lender
By:
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Agent
By:
Name:
Title:
CONSENTED AND ACKNOWLEDGED
BEST BUY CO., INC.
By:
Name:
Title:
Information on Purchasing Lender:
Address:
H-4
[
]
Attention:
Fax:
H-5