OfficeMax 2013 Annual Report Download - page 280

(l) investments received in connection with the dispositions of assets permitted by Section 6.05;
(m) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;
(n) Permitted Acquisitions; provided that both immediately before and immediately after giving pro forma effect thereto, (i) no Default or Event of
Default shall have occurred and be continuing, (ii) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Permitted Acquisition is
to occur shall be 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 (iii) no Minimum
Aggregate Availability Period shall be in effect;
(o) intercompany investments made in connection with the Foreign Reorganization, including any Indebtedness permitted under Section 6.01(m);
(p) option, warrant and similar derivative transactions entered into by the Company in connection with a Permitted Convertible Notes Offering;
(q) Guarantees by any Borrower or any Subsidiary of leases or other obligations of any Borrower or any Subsidiary that do not constitute
Indebtedness, in each case entered into in the ordinary course of business;
(r) investments made by Loan Parties in Subsidiaries that are not Loan Parties or in Specified Excluded Subsidiaries; provided that such
investments are part of a series of substantially simultaneous investments by Loan Parties in other Loan Parties that results in substantially all the
proceeds of the initial investment being invested, loaned or advanced in one or more Loan Parties; and
(s) other investments not otherwise permitted by this Section 6.04; provided that both immediately before and immediately after giving pro forma
effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) no Level 4 Minimum Aggregate Availability Period shall
be in effect; provided further that the aggregate principal amount of all investments permitted by this paragraph (s) shall not exceed
$75,000,000150,000,000 in any fiscal year of the Company.; and
(t) the OfficeMax Merger.
SECTION 6.05 Asset Sales. No Loan Party will, nor will it permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including
any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to
another Borrower or another Subsidiary in compliance with Section 6.04), except:
(a) sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or
property in the ordinary course of business;
(b) sales, transfers and dispositions to any Borrower or any Subsidiary or any Specified Excluded Subsidiary, provided that any such sales,
transfers or dispositions involving a Subsidiary that is not a Loan Party or a Specified Excluded Subsidiary shall be made in compliance with
Section 6.10 and 6.04;
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