OfficeMax 2013 Annual Report Download - page 276

(e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or any
Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Subsidiary after the date hereof prior
to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or
such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Subsidiary and (iii) such
Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may
be 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;
(f) Liens (i) of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the
relevant jurisdiction covering only the items being collected upon or (ii) in favor of a banking institution arising as a matter of law, encumbering
amounts credited to deposit or securities accounts (including the right of set-off) and which are within the general parameters customary in the banking
industry;
(g) Liens arising out of sale and leaseback transactions;
(h) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by
such Subsidiary;
(i) Liens securing Indebtedness permitted by Section 6.01(i) (including second priority Liens on the Collateral); provided that in the event any
such Indebtedness is secured on a second priority basis by Liens on the Collateral, the Secured Obligations shall be secured by a perfected second
priority Lien in all assets securing such Indebtedness on a first priority basis, subject to documentation (including an intercreditor agreement)
satisfactory to the Agents; provided further that to the extent required by the terms thereof (without any modification in contemplation of this clause
6.02(i)), any Existing 2013 Notes that remain outstanding after a partial refinancing thereof with the proceeds from Indebtedness incurred pursuant to
Section 6.01(i) shall be permitted to be secured on an equal and ratable basis by any assets securing such refinancing Indebtedness other than Liens on
the Collateral (excluding any Collateral securing the Secured Obligations on a second priority basis as a result of the issuance of the refinancing
Indebtedness);
(j) Liens securing Indebtedness permitted by Section 6.01(k);
(k) in the case of any Subsidiary that is not a wholly owned Subsidiary, purchase options, calls or similar rights of a third party or customary
transfer restrictions with respect to Equity Interests in such Subsidiary set forth in its organizational documents or any related joint venture or similar
agreement;
(l) leases, subleases, licenses and sublicenses of assets permitted by Section 6.05(j) or (p);
(m) Liens granted in connection with a Permitted Foreign Subsidiary Factoring Facility; and
(n) Liens in favor of Boise White Paper, L.L.C. pursuant to the Boise White Paper Contract not to exceed $5,000,000;
- 113 -