OfficeMax 2013 Annual Report Download - page 263

and security interests created and arising under each of the Loan Documents to which such Loan Party is a party remain in full force and effect on a
continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis,
unimpaired, uninterrupted and undischarged, after giving effect to the amendment and restatement of this Agreement on the Restatement Date, as
collateral security for its obligations, liabilities and Indebtedness under this Agreement and under its Loan Guaranty, as applicable; provided that with
respect to any Dutch Loan Party and any Luxembourg Loan Party, such acknowledgement and confirmation shall be solely with respect to its Loan
Guaranty.
(i) Closing Availability. After giving effect to all Borrowings to be made on the Restatement Date and the issuance of any Letters of Credit on the
Restatement Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities and obligations current,
the Borrowers’ Aggregate Availability shall not be less than $500,000,000.
(j) Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the European
Administrative Agent, either Collateral Agent, any Issuing Bank, any Lender or their respective counsel may have reasonably requested.
The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. After the
Restatement Date, the Administrative Agent shall make available to the Lenders executed versions of the Loan Documents. Notwithstanding the foregoing, the
amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of any Issuing Bank to issue Letters of
Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m.,
New York time, on June 30, 2011.
SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all material respects on and as of
the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except that such
representations and warranties (i) that relate solely to an earlier date shall be true and correct as of such earlier date and (ii) shall be true and correct in all
respects if they are qualified by a materiality standard.
(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit,
as applicable, no Default shall have occurred and be continuing.
(c) Each Borrowing and each issuance of any Letter of Credit shall be made in accordance with the terms of clauses (i) – (vi) of Section 2.01.
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the
Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.
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