OfficeMax 2013 Annual Report Download - page 271

SECTION 5.10 Casualty and Condemnation. The Borrowers (a) will furnish to the Administrative Agent (for delivery to the Lenders) prompt written
notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the net
proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the
applicable provisions of this Agreement and the Collateral Documents.
SECTION 5.11 Appraisals. On no more than one occasion per calendar year, at the request of the Administrative Agent or either Collateral Agent, the
Loan Parties will provide the Administrative Agent or such Collateral Agent with appraisals or updates thereof of their Inventory from an appraiser selected and
engaged by the Administrative Agent or such Collateral Agent, and prepared on a basis satisfactory to the Administrative Agent or such Collateral Agent, such
appraisals and updates to include, without limitation, information required by applicable law and regulations. Notwithstanding the foregoing, in addition to
the single Inventory appraisal permitted above (a) during any year when Aggregate Availability is at any time (i) less than the greater of (x) $400,000,000 and
(y) an amount equal to 40% of the Commitments then in effect, but (ii) more than the greater of (x) $150,000,000 and (y) an amount equal to 15% of the
Commitments then in effect, one additional Inventory appraisal shall be permitted per year and (b) during any year when Aggregate Availability is at any time
less than the greater of (i) $150,000,000 and (ii) an amount equal to 15% of the Commitments then in effect, up to two additional Inventory appraisals shall be
permitted per year; provided, however that if an Event of Default has occurred and is continuing, there shall be no limitation on the number of Inventory
appraisals. For purposes of this Section 5.11, it is understood and agreed that a single Inventory appraisal may consist of examinations conducted at multiple
relevant sites and involve one or more relevant Loan Parties and their assets. All such Collateral appraisals shall be at the sole expense of the Loan Parties.
SECTION 5.12 Field Examinations. On no more than one occasion per calendar year, at the request of the Administrative Agent or either Collateral
Agent, the Loan Parties will permit, upon reasonable notice, the Administrative Agent or either Collateral Agent to conduct a field examination to ensure the
adequacy of Collateral included in any Borrowing Base and related reporting and control systems. Notwithstanding the foregoing, in addition to the single
annual field examination permitted above (a) during any year when Aggregate Availability is at any time (i) less than the greater of (x) $400,000,000 and (y) an
amount equal to 40% of the Commitments then in effect, but (ii) more than the greater of (x) $150,000,000 and (y) an amount equal to 15% of the
Commitments then in effect, one additional field examination shall be permitted per year and (b) during any year when Aggregate Availability is at any time
less than the greater of (i) $150,000,000 and (ii) an amount equal to 15% of the Commitments then in effect, up to two additional field examinations shall be
permitted per year; provided, however that if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of
field examinations. For purposes of this Section 5.12, it is understood and agreed that a single field examination may be conducted at multiple relevant sites
and involve one or more relevant Loan Parties and their assets. All such field examinations shall be at the sole expense of the Loan Parties.
SECTION 5.13 [Reserved].
SECTION 5.14 Additional Collateral; Further Assurances . (a) Subject to applicable law, the Company and each Subsidiary that is a US Loan Party
shall (within five days after such formation or acquisition, or determination that such Subsidiary is no longer an Immaterial Subsidiary, or such longer period
as may be agreed to by the Administrative Agent) cause each of their respective Subsidiaries (other than any Immaterial Subsidiary or any Foreign Subsidiary)
formed or acquired after the Restatement Date or which cease to be Immaterial Subsidiaries (A) to become a US Loan Party by executing and delivering to the
Administrative Agent a Joinder Agreement set forth as Exhibit D hereto
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