OfficeMax 2013 Annual Report Download - page 255

(c) Subject to applicable Insolvency Laws, no European Loan Party nor any of its property or assets has any immunity from jurisdiction of any
court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of the jurisdiction in which such European Loan Party is organized in respect of its obligations under the Loan Documents to which it or its property
or assets is subject.
(d) The Loan Documents to which each European Loan Party is a party are in proper legal form under the laws of the jurisdiction in which each
such European Loan Party is organized or incorporated and existing (i) for the enforcement thereof against each such European Loan Party under the laws of
each such jurisdiction and (ii) in order to ensure the legality, validity, enforceability, priority or admissibility in evidence of such Loan Documents. It is not
necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Loan Documents to which any European Loan Party is a
party that any such Loan Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in
which any such European Loan Party is organized or that any registration charge or stamp or similar tax be paid on or in respect of the applicable Loan
Documents or any other document, except for any such filing, registration, recording, execution or notarization that is referred to in Section 3.16 or is not
required to be made until enforcement of the applicable Loan Document.
(e) All legal requirements of the Luxembourg law of May 31, 1999, as amended, regarding the domiciliation companies have been complied with
by the Luxembourg Borrower.
SECTION 3.03 Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to
perfect Liens created pursuant to the Loan Documents, and except in the case of court proceedings in a Luxembourg court of the presentation of the Loan
Documents, either directly or by way of reference, to an , such court or  may require registration of all or part of the
Loan Documents with the  in Luxembourg, which may result in registration duties, at a fixed rate of €
12 or an  rate which depends on the nature of the registered document, becoming due and payable, (b) will not violate any Requirement of Law
applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result in a default under any material indenture, material agreement or other
material instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made
by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its
Subsidiaries, except Liens created pursuant to the Loan Documents.
SECTION 3.04 Financial Condition; No Material Adverse Change . (a) The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows (reported on a monthly basis) (i) as of and for the fiscal year ended December 25, 2010,
reported on by Deloitte & Touche LLP, a registered public accounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended
March 26, 2011, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of
operations and cash flows of the Company and its consolidated Ssubsidiaries as of such dates and for such periods in accordance with GAAP, subject to year
end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. Except as set forth
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