OfficeMax 2013 Annual Report Download - page 202

“Luxembourg Loan Party” means, individually and collectively, any Loan Party (including the Luxembourg Borrower) organized under the laws
of Luxembourg.
“Luxembourg Restructuring Transactions” means transactions effected in connection with the Tax Reorganization (as defined on Schedule
1.01(d)) whereby a Luxembourg Loan Party shall (a) become the owner of Inventory located in the Netherlands, England and Wales and/or Scotland, and/or
(b) have Accounts owed by an Account Debtor that maintains an office in, or is organized under any applicable law of, the Netherlands, in each case for
which (i) the Company provides the Lenders with (A) notice of such transactions and (B) an explanation, in form and substance reasonably satisfactory to the
Administrative Agent, of such transactions and the purpose thereof and (ii) the Required Lenders do not object in writing thereto within 10 Business Days after
receiving such materials; provided that, in each case, the Company has complied with all actions reasonably required by the Administrative Agent in order to
protect or perfect the security interest of the Collateral Agents in the Collateral; provided, further, that Lenders who do not object to a transaction pursuant to
clause (ii) above shall be deemed to have consented to such transaction for purposes of determining the requisite consent under Section 9.02(b).
“Luxembourg Security Agreement” means (a) that certain Luxembourg law pledge agreement over bank accounts, dated as of the Initial Effective
Date, between the Luxembourg Borrower and the European Collateral Agent, (b) any other Luxembourg law pledge agreement or security agreement entered into,
after the date of this Agreement, by any other Luxembourg Loan Party (as required by this Agreement or any other Loan Document for the purpose of creating a
Lien on the property of any Luxembourg Loan Party (or any other property located in Luxembourg)) and (c) any other charge or security agreement entered
into, after the date of this Agreement, by any Loan Party (as required by this Agreement or any other Loan Document for the purpose of creating a Lien on any
property located in Luxembourg), which charge or security agreement is designated by the European Administrative Agent as a “Luxembourg Security
Agreement”, in each case as the same may be amended, restated or otherwise modified from time to time.
“Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01(c).
“Margin Stock” means “margin stock”, as such term is defined in Regulation U of the Board.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise,
of the Loan Parties, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party,
(c) the Collateral, either Collateral Agent’s Lien (for the benefit of the Agents, the Lenders and the Issuing Banks) on the Collateral, on the Collateral or the
priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, either Collateral Agent, any Issuing Bank or the Lenders
thereunder.
“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining
Material Indebtedness, the “obligations” of any Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate
amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at
such time.
- 39 -