OfficeMax 2013 Annual Report Download - page 289

(v) the Luxembourg Borrower is in a situation of illiquidity ( ) and absence of access to credit ()
within the meaning of Article 437 of the Luxembourg Commercial Code or is subject to (i) insolvency proceedings ( ) within the meaning of
Articles 437 ff. of the Luxembourg Commercial Code or any other insolvency proceedings pursuant to the Council Regulation (EC) N° 1346/2000
of May 29, 2000 on insolvency proceedings, (ii) controlled management ( ) within the meaning of the grand ducal regulation of
May 24, 1935 on controlled management, (iii) voluntary arrangement with creditors ( ) within the meaning of the
law of April 14, 1886 on arrangements to prevent insolvency, as amended, (iv) suspension of payments ( ) within the meaning
of Articles 593 ff. of the Luxembourg Commercial Code or (v) voluntary or compulsory winding-up pursuant to the law of August 10, 1915 on
commercial companies, as amended; or
(vi) the appointment of an ad hoc director () by a court in respect of the Luxembourg Borrower or a substantial
part of its assets.
(j) any Loan Party or any Subsidiary (other than an Immaterial Subsidiary) of a Loan Party shall become unable, admit in writing its inability or
fail generally to pay its debts as they become due;
(k) one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 (to the extent not covered by insurance as to
which the relevant insurance company has acknowledged coverage) shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any
combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to
enforce any such judgment or any Loan Party or any Subsidiary of any Loan Party shall fail within 30 days to discharge one or more non-monetary
judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders,
in any such case, are not stayed on appeal by proper proceedings diligently pursued;
(l) (i) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material Adverse Effect;
(ii) the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Loan Party or any of its Subsidiaries
or its Affiliates unless the aggregate liability of any such UK Loan Party, Subsidiary or Affiliate under all Financial Support Directions and
Contribution Notices is less than $10,000,000;
(iii) in relation to the UK Pension Scheme, a statutory debt for the purposes of Section 75 or Section 75A of the Pensions Act 1995 is
triggered, of an amount greater than $10,000,000 (or in aggregate with all such other debts within a period of two years is greater than
$10,000,000);
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