OfficeMax 2013 Annual Report Download - page 267

(g) the release into the environment of any Hazardous Material that is required by any applicable Environmental Law to be reported to a
Governmental Authority and which could reasonably be expected to lead to any material Environmental Liability;
(h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative
setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03 Existence; Conduct of Business . Each Loan Party will, and will cause each of its Subsidiaries to, (a) do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal existence and, except where any of the following could not reasonably be expected to
result in a Material Adverse Effect, the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses
and permits used or useful in the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and
(b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.
SECTION 5.04 Payment of Obligations. Each Loan Party will, and will cause each of its Subsidiaries to, pay or discharge all Material Indebtedness
and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material
Adverse Effect.
SECTION 5.05 Maintenance of Properties. Each Loan Party will, and will cause each of its Subsidiaries to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.
SECTION 5.06 Books and Records; Inspection Rights . Without limiting Sections 5.11 or 5.12 hereof, each Loan Party will, and will cause each of its
Subsidiaries to, (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its
business and activities and (b) on up to one occasion per calendar year permit any representatives designated by the Administrative Agent, either Collateral
Agent or any Lender (including employees of the Administrative Agent, either Collateral Agent, any Lender or any consultants, accountants, lawyers and
appraisers retained by the Administrative Agent, either Collateral Agent or any Lender), upon reasonable prior notice, to visit and inspect its properties and to
examine and make extracts from its books and records, and the applicable Loan Party or Subsidiary will make its officers and independent accountants
available to discuss its affairs, finances and condition with such representatives, all at such reasonable times as are requested; provided, however, that if an
Event of Default has occurred and is continuing, there shall be no limitation on the number of such site visits and inspections. For purposes of this
Section 5.06, it is understood and agreed that a single site visit and inspection may consist of examinations conducted at multiple relevant sites and involve
one or more relevant Loan Parties and their assets. All such site visits and inspections shall be at the sole expense of the Loan Parties. In addition,
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