OfficeMax 2013 Annual Report Download - page 278

Company determines in good faith that such dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, so long
as, with respect to this clause (ix), (1) the Irish Borrower is a Removed Borrower and (2) the Irish Borrower has no material assets or operations.
Notwithstanding the foregoing, the OfficeMax Merger shall be permitted.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the
Company and its Subsidiaries on the Restatement Date and businesses reasonably related or incidental thereto (including the provision of services).
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions . No Loan Party will, nor will it permit any of its Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger)
any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through
purchase of assets, merger or otherwise) (collectively, “Investments”), except:
(a) Permitted Investments, subject to, in the case of Loan Parties, control agreements in favor of the applicable Collateral Agent (in each case for the
benefit of the Agents, the Lenders and the Issuing Banks) or otherwise subject to a perfected security interest in favor of the applicable Collateral Agent
(in each case for the benefit of the Agents, the Lenders and the Issuing Banks);
(b) investments (and commitments (including consummation of any “put” arrangement in connection therewith) in respect thereof) in existence on
the Third Amendment Effective dDate of this Agreement and described on Schedule 6.04 and renewals, replacements and extensions thereof;
(c) investments by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries , and Specified Excluded
Subsidiaries; provided that in the case of any investments made pursuant to this paragraph (c) after the RestatementThird Amendment Effective Date by
Loan Parties in Subsidiaries that are not Loan Parties or are Specified Excluded Subsidiaries, both immediately before and immediately after giving pro
forma effect thereto, no Default or Event of Default shall have occurred and be continuing and either (i) (A) the Fixed Charge Coverage Ratio for the Test
Period in effect at the time such investment is to occur is at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at
such time) and (B) Aggregate Availability shall be at least $250,000,000 or (ii) Liquidity shall be at least $500,000,000, including Aggregate Availability
of at least $400,000,000;
(d) loans or advances made by (i) any Borrower to any Subsidiary or Specified Excluded Subsidiary or any other Borrower or (ii) any
Subsidiary to any Borrower or any other Subsidiary or Specified Excluded Subsidiary, provided that in the case of any loans and advances made by
Loan Parties to Subsidiaries that are not Loan Parties or to Specified Excluded Subsidiaries, both immediately before and immediately after giving pro
forma effect thereto, no Default or Event of Default shall have occurred and be continuing and either (i) (A) the Fixed Charge Coverage Ratio for the Test
Period in effect at the time such investment is to
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