OfficeMax 2013 Annual Report Download - page 272

(each a “Joinder Agreement”) or such other Loan Guaranty in form and substance satisfactory to the Administrative Agent and (B) to execute and deliver such
amendments, supplements or documents of accession to any Collateral Documents as the applicable Collateral Agent deems necessary for such new
Subsidiary grant to such Collateral Agent (for the benefit of the Agents, the Lenders and the Issuing Banks) a perfected first priority security interest in the
Collateral described in such Collateral Document with respect to such new Subsidiary. Upon execution and delivery of such documents and agreements, each
such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such
capacity under the Loan Documents and (ii) will grant Liens to the applicable Collateral Agent (in each case for the benefit of the Agents, the Lenders and the
Issuing Banks), in any property of such Loan Party which constitutes Collateral.
(b) Without limiting the foregoing, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative Agent and
each Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording
of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required
by law or which the Administrative Agent or either Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this
Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at
the expense of the Loan Parties. In addition, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative Agent and
each Collateral Agent filings with any governmental recording or registration office in any jurisdiction required by the Administrative Agent or either Collateral
Agent, in the exercise of its Permitted Discretion, in order to perfect or protect the Liens of the applicable Collateral Agent granted under any Collateral
Document in any Intellectual Property at the expense of the Lenders.
SECTION 5.15 Financial Assistance. Each European Loan Party shall comply in all respects with applicable legislation governing financial
assistance, including Sections 678 to 683 of the UK Companies Act 2006; Section 60 of the Irish Companies Act 1963; Article 49-6 of the Luxembourg Law
of August 10, 1915 concerning commercial companies, as amended (the “ LSC”); and Section 2:98C and 2:207C of the Dutch Civil Code.
SECTION 5.16 Existing 2013 Notes. In the event that the aggregate outstanding principal amount of the Existing 2013 Notes is greater than
$50,000,000 on the 90th day prior to the maturity thereof (such 90th day, the “ Trigger Date”), the Company shall be required to maintain Liquidity of
$500,000,000 (including Aggregate Availability of at least $400,000,000) at all times from the Trigger Date through the earlier of (a) the maturity of the Existing
2013 Notes and (b) the date on which the aggregate outstanding principal amount of the Existing 2013 Notes is $50,000,000 or less.
SECTION 5.17 Mexican Joint Venture. On the date that is 30 days after Grupo OMX becomes a wholly owned Subsidiary, Grupo OMX shall cease to
be a Specified Excluded Subsidiary; provided, that Indebtedness and Liens incurred, or Investments made, by Grupo OMX prior to the date on which it
becomes a wholly owned Subsidiary (other than any such Indebtedness or Liens incurred, or Investments made, in contemplation of Grupo OMX becoming a
wholly owned Subsidiary) shall be deemed permitted under Sections 6.01, 6.02 and 6.04 and, for the avoidance of doubt, shall not count as usage of any
baskets set forth therein (it being understood that such Indebtedness and Liens shall be included for all other purposes hereunder, including calculations of the
Fixed Charge Coverage Ratio).
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