Inability to Pay Debts; Attachment. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or # any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the material property of any Loan Party or any Significant Subsidiary and is not released, vacated or fully bonded within 30 days after its issue or levy; or

Inability to Pay Debts; Attachment. Any Loan Party or any Consolidated Entity admits in writing its inability or otherwise fails generally to pay its debts as they become due; or

No trust fund, escrow account or other segregation of assets need be established or made by the Company to guarantee, secure or assure the payment of any amount payable hereunder. The Company’s obligation to make payments pursuant to this Plan shall constitute only a general contractual liability of the Company to individuals entitled to benefits hereunder and other actual or possible payees hereunder in accordance with the terms hereof. Payments hereunder shall be made only from such funds of the Company as it shall determine, and no individual entitled to benefits hereunder shall have any interest in any particular asset of the Company by reason of the existence of this Plan. No provision of the Plan shall be interpreted so as to give any individual any right in any assets of the Company greater than the rights of a general unsecured creditor of the Company. It is expressly understood as a condition for receipt of any benefits under this Plan that the Company is not obligated to create a trust fund or escrow account or to segregate any asset of the Company in any fashion.

Borrowers agree to pay the Lender Group Expenses on the earlier of # the first day of the month immediately following the date on which the applicable Lender Group Expenses were first incurred, or # the date on which demand therefor is made by Agent, in each case, provided that Agent shall endeavor, so long as no Default or Event of Default shall have occurred and be continuing, to provide a reasonably detailed invoice thereof to Borrowers prior to such payment date (it being acknowledged and agreed that any charging of such Lender Group Expenses to the Loan Account pursuant to the provisions of [Section 2.6(d)] shall be deemed to constitute a demand for payment thereof for the purposes of subclause # of this [Section 2.5(a)]). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this [Section 2.5(a)] shall survive payment or satisfaction in full of all other Obligations.

Benefits in Lieu of Severance Pay. The severance benefits provided for in Paragraphs 2, 3 and 4 are in lieu of any benefits that would otherwise be provided to the Employee under any Company severance pay policy or practice and Paragraph 2 the Employee shall not be entitled to any benefits under any Company severance pay policy or practice in the event that severance benefits are paid hereunder.

Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

“A.M. Best” shall mean A.M. Best Company, Inc., or its successor.

sales of Best-Buy Receivables by Parent to Best Buy Receivables Purchaser in accordance with the terms and conditions of the Best Buy Receivables Purchase Agreements (as in effect on the date hereof) so long as the following terms and conditions are satisfied: # the sale or transfer of the Best Buy Receivables to Best Buy Receivables Purchaser shall be without any recourse, offset or claim of any kind or nature to or against Borrowers, Agent or Lenders, # Agent shall have received, in form and substance reasonably satisfactory to Agent, # a true, correct and complete copy of all of the Best Buy Receivables Purchase Agreements, duly authorized, executed and delivered by Best Buy Receivables Purchaser and Parent and # the Best Buy Intercreditor Agreement, duly authorized, executed and delivered by Best Buy Receivables Purchaser and Parent, # further sales of the Best Buy Receivables will cease upon a written notice by Agent to Parent of a Default or Event of Default, and # Parent shall not, directly or indirectly, amend, modify, alter or change any terms of the Best Buy Receivables Purchase Agreements,

Liens on the Best Buy Receivables in favor of Best Buy Receivables Purchaser pursuant to the sales of Best Buy Receivables under the Best Buy Receivables Purchase Agreements to the extent provided in and in accordance with the terms and conditions of clause (q) of the definition of Permitted Dispositions,

“Best Buy Receivables Purchaser” means Citibank, N.A., in its individual capacity, as the purchaser of the Citibank Receivables (as defined in the Best Buy Intercreditor Agreement) and under the Best Buy Receivables Purchase Agreement.