OfficeMax 2013 Annual Report Download - page 315

SECTION 10.13 Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be
cumulative with all liabilities of each Loan Party to the Agents, the Issuing Banks and the Lenders under this Agreement and the other Loan Documents to
which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically provides to the contrary.
SECTION 10.14 Effective Agreement . (a) On the RestatementThird Amendment Effective Date, the Existing Credit Agreement shall be amended and
restated in its entirety by this Agreement. The parties hereto acknowledge and agree that (i) this Agreement and the other Loan Documents, whether executed and
delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the
Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the RestatementThird Amendment Effective Date and (ii) such
“Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement.
(b) On the RestatementThird Amendment Effective Date, any Lender (as defined in the Existing Credit Agreement) that is not a Lender under this
Agreement shall have no Commitments or obligations hereunder. Each Lender that is a party to the Existing Credit Agreement hereby waives the requirement set
forth in Section 2.09(d) of the Existing Credit Agreement that the Borrower Representative give at least three Business Days’ notice of termination of the
“Commitments” as defined in the Existing Agreement.
(c) On the RestatementThird Amendment Effective Date, any outstanding Revolving Loan, Swingline Exposure, LC Exposure or Protective
Advance Exposure under the Existing Credit Agreement shall be reallocated among the Lenders in accordance with their respective Applicable Percentages and
the Lenders shall advance such funds to the Administrative Agent (and the Administrative Agent shall take any actions) as shall be required to (i) repay Loans
(as defined in the Existing Credit Agreement) held by “Lenders” under the Existing Credit Agreement that are not Lenders under this Agreement and
(ii) reallocate Loans such that each Lender’s share of outstanding Loans as of the RestatementThird Amendment Effective Date shall be equal to its Applicable
Percentage after giving effect to the RestatementThird Amendment Effective Date.
SECTION 10.15 Keepwell. Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this guarantee in respect
of any Swap Obligation (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 10.15 for the maximum amount of
such liability that can be hereby incurred without rendering its obligations under this Section 10.15, or otherwise under this guarantee, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider
under this Section 10.15 shall remain in full force and effect until the payment in full of the Guaranteed Obligations and the release of such Qualified
Keepwell Provider from its obligations hereunder pursuant to Section 9.02 of the Credit Agreement. Each Qualified Keepwell Provider intends that this
Section 10.15 constitute, and this Section 10.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan
Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
- 152 -