OfficeMax 2013 Annual Report Download - page 281

(c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;
(d) sales, transfers and dispositions of investments permitted by clauses (g), (i) and
(j) of Section 6.04;
(e) sales, transfers and dispositions of assets in connection with the Foreign Reorganization;
(f) sales, transfers and dispositions of the Company’s Equity Interests in the Mexican Joint Venture and Boise Cascade Holdings, L.L.C.;
(g) sale and leaseback transactions;
(h) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or
similar proceeding of, any property or asset of any Borrower or any Subsidiary;
(i) sales, transfers and other dispositions of assets that are not permitted by any other paragraph of this Section, provided that the aggregate fair
market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (i) shall not exceed an amount equal to 10% of Total
Assets; provided further that the aggregate fair market value of all assets sold, transferred or otherwise disposed of by the Loan Parties in reliance upon
this paragraph (i) shall not exceed $150,000,000200,000,000 during any fiscal year of the Company; provided further that a professional liquidator
acceptable to the Administrative Agents shall be engaged in connection with any sale, transfer or other disposition or related series of sales, transfers or
other dispositions of more than 10% of the Company’s and its Subsidiaries’ retail store base; provided, further that dispositions required by the Federal
Trade Commission in connection with the OfficeMax Merger (i) shall not count against the $200,000,000 per fiscal year limit above and (ii) shall not be
subject to the 10% of Total Assets threshold above; provided, that if such sale, transfer or other disposition or related series of sales, transfers or other
dispositions consists of more than 10% of the Company’s and its Subsidiaries’ retail store base, the Administrative Agent shall be able to request an
additional inventory appraisal; provided, further, that (i) the net proceeds from any disposition required by the Federal Trade Commission shall be used
to prepay any outstanding Revolving Loans (with no corresponding reduction in Commitments) to the extent the Commitments are more than 20% drawn
(excluding the effect of outstanding Letters of Credit);
(j) licenses of Intellectual Property that are in furtherance of, or integral to, other business transactions entered into by the Company or a
Subsidiary in the ordinary course of business;
(k) Restricted Payments permitted by Section 6.09;
(l) dispositions of cash and Permitted Investments in the ordinary course of business or in connection with a transaction otherwise permitted under
this Agreement;
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