OfficeMax 2013 Annual Report Download - page 310

against, any Borrower, any other Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with
the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or
renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that
extended any portion of the Guaranteed Obligations. Notwithstanding anything in the foregoing to the contrary, in no event shall the Guarantee Obligations of
any European Loan Party include the Obligations of the US Loan Parties.
If any payment by a Loan Guarantor or any discharge given by a Guaranteed Party (whether in respect of the obligations of any Loan Guarantor or any
security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of each Loan Guarantor shall
continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Guaranteed Party shall be entitled to recover the value or amount
of that security or payment from each Loan Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.
The obligations of each Loan Guarantor under this Article X will not be affected by an act, omission, matter or thing which, but for this Article X,
would reduce, release or prejudice any of its obligations under this Article X (without limitation and whether or not known to it or any Guaranteed Party)
including: (a) any time, waiver or consent granted to, or composition with, any Loan Guarantor or other person; (b) the release of any other Loan Guarantor or
any other person under the terms of any composition or arrangement with any creditor of any member of the European Group; (c) the taking, variation,
compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan
Guarantor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise
the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an
Loan Guarantor or any other person; (e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case,
however fundamental and of whatsoever nature) or replacement of a Loan Document or any other document or security; (f) any unenforceability, illegality or
invalidity of any obligation of any person under any Loan Document or any other document or security; or (g) any insolvency or similar proceedings.
Without prejudice to the generality of the above, each Loan Guarantor expressly confirms, as permissible under applicable law, that it intends that this
guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any
amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing
working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness;
making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available
from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
Each Loan Guarantor waives any right it may have of first requiring any Guaranteed Party (or any trustee or agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any person before claiming from that Loan Guarantor under this Article X. This waiver applies
irrespective of any law or any provision of a Loan Document to the contrary.
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