OfficeMax 2013 Annual Report Download - page 212

“Specified Tax Restructuring Transaction” means:
(1) any Specified Intellectual Property Transaction or Specified Principal-Commissionaire Transaction; or
(2) any Tax Restructuring Transaction that either:
(a) has no material adverse effect on the European Borrowing Base or the Collateral of the European Loan Parties taken as a whole
and is not otherwise materially disadvantageous to any interest of the Lenders, or
(b) (i) with respect to which the Company has provided the Lenders with: (A) notice of such transaction, (B) an explanation, in
form and substance reasonably satisfactory to the Administrative Agent, of such transaction and the purpose thereof and (C) a Borrowing
Base Certificate giving pro forma effect to such transaction and (ii) the Required Lenders do not object in writing thereto within 10
Business Days after receiving such materials;
provided that, in each case, (A) 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 and (B) the Company may not effect any Specified Tax Restructuring Transaction if a Default or
Event of Default has occurred and is continuing; provided, further, that Lenders who do not object to a transaction pursuant to clause (2)(b)(ii) above shall be
deemed to have consented to such transaction for purposes of determining the requisite consent under Section 9.02(b).
“Spot Selling Rate” means, on any date, as determined by the Administrative Agent, the spot selling rate posted by Reuters on its website for the
sale of the applicable currency for dollars at approximately 11:00 a.m., Local Time, two Business Days prior; provided that if, at the time of any such
determination, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available service for
displaying exchange rates as my be selected by the Administrative Agent, or, in the event no such service is selected, such spot selling rate shall instead be the
arithmetic average of spot rates of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being
conducted, at or about 11.00 a.m. Local Time, on such date for the purchase of the relevant currency for delivery two Business Days later.
“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is
the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.
Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Sterling” or “£” refers to the lawful currency of the United Kingdom.
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