OfficeMax 2013 Annual Report Download - page 262

by the Luxembourg domiciliation agent confirming that (a) it is duly authorized to act as domiciliation agent in Luxembourg in accordance with the
Luxembourg law of April 5, 1993, as amended, on the financial sector and has complied with all legal requirements of the Luxembourg law of May 31,
1999, as amended, regarding the domiciliation of companies and the related circulars, (b) a domiciliation agreement has been entered into between MAS
International S.à R.L. as domiciliation agent, and the Luxembourg Borrower, as domiciled company, on January 30, 2004 for an unlimited duration,
(c) the domiciliation agreement is still in full force and effect as of the date of the domiciliation certificate and any conditions to which the domiciliation
agreement is subject have been satisfied; and (d) the domiciled company has complied with all legal requirements of the Luxembourg law of May 31,
1999, as amended, regarding the domiciliation of companies and the related circulars; and (iv) a non-bankruptcy certificate in relation to the
Luxembourg Borrower issued not later than one day prior to drawdown by the 
.
(c) No Default Certificate. The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower
Representative and dated the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and
warranties contained in Article III are true and correct as of such date, and (iii) certifying any other factual matters as may be reasonably requested by
the Administrative Agent.
(d) Fees. The Lenders and the Agents shall have received all fees required to be paid, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel), on or before the Restatement Date. All such amounts will be paid with proceeds of Loans
made on the Restatement Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or
before the Restatement Date.
(e) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the
Loan Parties (other than the Dutch Loan Parties) are located, and such search report shall reveal no liens on any of the assets of the Loan Parties except
for liens permitted by Section 6.02 or discharged on or prior to the Restatement Date pursuant to a pay-off letter or other documentation satisfactory to
the Administrative Agent.
(f) Fees under Existing Credit Agreement. The Lenders and Agents (in each case as defined under the Existing Credit Agreement) shall have
received all fees required to be paid on or before the Restatement Date.
(g) Solvency. The Administrative Agent shall have received a solvency certificate from a Financial Officer of each Borrower (other than the Dutch
Borrowers, the UK Borrowers and the Irish Borrower, which shall provide a representation as to solvency in a director’s or similar certificate) or, in the
case of the Luxembourg Borrower, from the authorised signatory of the Luxembourg Borrower.
(h) Acknowledgement and Confirmation. The Administrative Agent shall have received an acknowledgement and confirmation from each of the
Loan Parties certifying that (i) all of its obligations and liabilities under each of the Loan Documents to which such Loan Party is a party remain in full
force and effect on a continuous basis after giving effect to the amendment and restatement of this Agreement on the Restatement Date and (ii) all of the
Liens
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