SEVERALLY,
WITH EACH OF THE OTHER BORROWERS (INCLUDING, BUT NOT LIMITED TO, GOOD BUYS), FOR
ALL LIABILITIES DUE UNDER THE LOAN AGREEMENT AND OTHER LOAN DOCUMENTS INCLUDING,
WITHOUT LIMITATION, ALL LIABILITIES OF GOOD BUYS TO THE LENDERS.
(D)
GOOD BUYS SHALL EXECUTE AND DELIVER HEREWITH JOINDERS TO EACH OF
THE REVOLVING CREDIT NOTES AND THE SWINGLINE NOTE IN FAVOR OF THE AGENTS IN THE
FORM OF EXHIBIT A ATTACHED HERETO.
(E)
FROM AND AFTER THE DATE HEREOF, ALL REFERENCES TO "BORROWER" OR
"BORROWERS" IN THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS SHALL BE DEEMED TO
INCLUDE GOOD BUYS AS WELL AS EACH OF THE EXISTING BORROWERS.
(F)
GOOD BUYS HEREBY GRANTS TO THE AGENTS, A CONTINUING SECURITY
INTEREST IN AND TO, AND ASSIGNS TO THE AGENTS FOR THE BENEFIT OF THE LENDERS,
ALL OF ITS RIGHT, TITLE AND INTEREST IN INVENTORY, CERTAIN ASSETS RELATING TO
INVENTORY AND ALL OTHER ASSETS WHICH CONSTITUTE COLLATERAL (AS DEFINED IN THE
LOAN AGREEMENT), WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR IN WHICH GOOD BUYS
NOW HAS AN INTEREST, OR HEREAFTER ACQUIRES OR OTHERWISE OBTAINS AN INTEREST, AND
ALL PRODUCTS, PROCEEDS, SUBSTITUTIONS AND ACCESSIONS OF OR TO ANY OF THE
FOREGOING, PURSUANT TO AND AS MORE COMPLETELY DEFINED IN SECTION 8.1 OF THE LOAN
AGREEMENT.
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
The Borrowers and Good Buys hereby represent and warrant to the Agents and
Lenders as follows:
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWERS SET FORTH
IN THE LOAN AGREEMENT, TOGETHER WITH THE EXHIBITS THERETO, REMAIN TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE OF THIS AGREEMENT AFTER GIVING
EFFECT TO THE FORMATION OF GOOD BUYS AND JOINDER OF GOOD BUYS AS A BORROWER.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT ARE
WITHIN THE POWER OF GOOD BUYS AND THE OTHER BORROWERS; HAVE BEEN DULY AUTHORIZED
BY ALL NECESSARY OR PROPER ACTION; ARE NOT IN CONTRAVENTION OF, DO NOT RESULT IN
A BREACH OF, OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT
UNDER, ANY MATERIAL CONTRACTUAL OBLIGATION TO WHICH GOOD BUYS OR ANY OF THE
OTHER BORROWERS IS A PARTY OR BY WHICH THE PROPERTY OF GOOD BUYS OR ANY OF THE
OTHER BORROWERS ARE BOUND; DO NOT AND WILL NOT RESULT IN OR REQUIRE THE CREATION
OR IMPOSITION OF ANY MATERIAL LIEN UPON ANY OF THE PROPERTIES OR ASSETS OF GOOD
BUYS OR ANY OF THE OTHER BORROWERS; ARE NOT IN CONTRAVENTION OF ANY PROVISION OF
ANY LAW; AND DO NOT REQUIRE THE CONSENT OR APPROVAL OF ANY GOVERNMENTAL BODY,
AGENCY, AUTHORITY OR ANY OTHER PERSON THAT HAS NOT BEEN OBTAINED AND A COPY
THEREOF FURNISHED TO THE LENDER.
SECTION 3.
AFFIRMATIONS.
EACH OF THE BORROWERS AND GOOD BUYS HEREBY: (I)
AFFIRM ALL THE PROVISIONS OF THE LOAN AGREEMENT, AS SUPPLEMENTED BY THIS
AGREEMENT, (II) AFFIRM THE GRANT TO THE AGENTS BY EACH OF THE BORROWERS AND GOOD
BUYS OF THE SECURITY INTERESTS IN AND TO THE COLLATERAL PURSUANT TO THE
PROVISIONS OF ARTICLE