OfficeMax 2013 Annual Report Download - page 254

with respect to the existing Commitments shall be increased by an amount equal to the difference between the all-in yield with respect the additional and
increased Commitments and the corresponding all-in yield on the existing Commitments minus 0.50%; (4) any New Lender shall be subject to the approval of
the Administrative Agent, such approval not to be unreasonably withheld; (5) such additional or increased Commitments shall be effected pursuant to one or
more supplements to this Agreement executed and delivered by the Borrowers, the Administrative Agent and one or more New Lenders or existing Lenders; and
(6) the Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in
connection with any such transaction, including any supplements or amendments to the Collateral Documents providing for such additional or increased
Commitments and the extensions of credit thereunder to be secured thereby.
(b) On any Increased Amount Date on which any additional or increased Commitments become effective, subject to the foregoing terms and
conditions, each new lender with an additional Commitment (each, a “ New Lender”) shall become a Lender hereunder with respect to such additional
Commitment and each Lender with an increased Commitment shall have its Commitment adjusted accordingly.
(c) Each supplement to this Agreement effected in accordance with Section 2.22(a) may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to implement the
provisions of this Section 2.22 (including to establish transition provisions to provide for any additional or increased Commitments to share ratably in the
extensions of credit under the Commitments).
ARTICLE III
Representations and Warranties
Each Loan Party represents and warrants to the Lenders that:
SECTION 3.01 Organization; Powers. Each of the Loan Parties and each of its Subsidiaries is duly organized or incorporated, validly existing and in
good standing under the laws of the jurisdiction of its organization or incorporation, has all requisite power and authority to carry on its business as now
conducted andexcept where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is
qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required , except as otherwise set forth on Schedule 3.01 .
SECTION 3.02 Authorization; Enforceability . (a) The Transactions are within each Loan Party’s organizational powers and have been duly authorized
by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly
executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, examination, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) The choice of governing law provisions contained in this Agreement and each other Loan Document are enforceable in the jurisdictions where
each Loan Party is organized or incorporated or any Collateral is located. Any judgment obtained in connection with any Loan Document in the jurisdiction of
the governing law of such Loan Document will be recognized and be enforceable in the jurisdictions where each Loan Party is organized or any Collateral is
located.
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