OfficeMax 2013 Annual Report Download - page 275

(l) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person
becomes a Subsidiary or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or
such assets being acquired and (ii) the aggregate principal amount of Indebtedness permitted by this paragraph (l) shall not exceed
$100,000,000250,000,000 at any time outstanding;
(m) intercompany Indebtedness of the Company or any Subsidiary incurred to effectuate the Foreign Reorganization;
(n) Indebtedness incurred pursuant to a Permitted Foreign Subsidiary Factoring Facility; and
(o) (i) other unsecured Indebtedness not otherwise permitted by this Section 6.01 and (ii) Capital Lease Obligations; provided the aggregate
principal amount of all Indebtedness permitted by this paragraph (o) shall not exceed $150,000,000 at any time outstanding .; and
(p) Indebtedness of any Loan Party and their respective Subsidiaries with respect to loans made to such Loan Party or Subsidiary on the cash
surrender value of life insurance policies of employee and former employees of any Loan Party or Subsidiary or Specified Excluded Subsidiary in the
ordinary course of business; provided that the aggregate principal amount of all Indebtedness permitted by this paragraph (p) shall not exceed the cash
surrender value (without giving effect of such loan) of such policies.
SECTION 6.02 Liens. No Loan Party will, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any
thereof, except:
(a) Liens created pursuant to any Loan Document;
(b) Permitted Encumbrances;
(c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the Third Amendment Effective dDate hereof and set forth on
Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure
only those obligations which it secures on the Third Amendment Effective dDate hereof and extensions, renewals and replacements thereof that do not
increase the outstanding principal amount thereof except to the extent permitted by clause (f) of Section 6.01;
(d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such security
interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior
to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not
exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other
property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;
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