OfficeMax 2013 Annual Report Download - page 259

(b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur
debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary
and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.
SECTION 3.14 Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the
RestatementThird Amendment Effective Date. As of the RestatementThird Amendment Effective Date, all premiums in respect of such insurance have been
paid. The Borrowers believe that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries are adequate.
SECTION 3.15 Capitalization and Subsidiaries . Schedule 3.15 sets forth, as of the RestatementThird Amendment Effective Date, (a) a correct and
complete list of the name and relationship to the Company of each and all of the Company’s Ssubsidiaries, (b) a true and complete listing of each class of
authorized Equity Interests of each Borrower (other than the Company), of which all of such issued shares are validly issued, outstanding, fully paid and
non-assessable (to the extent such concepts are applicable), and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type
of entity of the Company and each of its Ssubsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party in its Ssubsidiaries has
been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non assessable.
SECTION 3.16 Security Interest in Collateral. (a) The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the
Collateral in favor of the applicable Collateral Agent, for the benefit of the Agents, the Lenders and the Issuing Banks, and upon filing of UCC financing
statements and the taking of actions or making of filings required for perfection under the laws of the relevant Collateral Documents, as necessary, and, if
applicable, the taking of actions or making of filings with respect to Intellectual Property registrations or applications issued or pending, such Liens constitute
perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and
having priority over all other Liens on the Collateral, except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Liens would have
priority over the Liens in favor of the US Collateral Agent or the European Collateral Agent, as applicable, pursuant to any applicable law, (b) Liens created by
a UK Loan Party where registration of particulars of such Liens at the (i) Companies House in England and Wales or Scotland is required under Section 860
or Section 878, as applicable, of the UK Companies Act 2006, (ii) UK Trade Marks Registry at the Patent Office in England and Wales or Scotland is
required and (iii) UK Land Registry or UK Land Charges Registry in England and Wales or Scotland is required. As of the RestatementThird Amendment
Effective Date, the jurisdictions in which the filing of UCC financing statements are necessary are listed on Schedule 3.16.
(b) In relation to Liens created by a Dutch Security Agreement where registration is required with the Dutch tax authorities, each Loan Party which
is a party to the Dutch Security Agreement pursuant to which an undisclosed right of pledge over receivables is granted in favor of the European Collateral
Agent undertakes:
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