OfficeMax 2013 Annual Report Download - page 180

Parties, (ii) the product of (A) 90%  (B) the Dutch Loan Parties’ Eligible Credit Card Receivables at such time  the Dilution Reserve related
to the Dutch Loan Parties,  any other Reserve related to Accounts of the Dutch Loan Parties, and (iii) the product of (A) 75%  (B) the
Eligible Uninvoiced Accounts Receivable of the Dutch Loan Parties at such time  the Dilution Reserve related to the Dutch Loan Parties, 
(b) the lesser of (i) the product of (x) 75%  (y) the Dutch Loan Parties’ Eligible Inventory, valued at the lower of cost (determined on
a first-in-first-out basis or average cost basis) or market value, at such time,  any Reserves related to the Eligible Inventory of the Dutch Loan Parties
and (ii) the product of 85%  the High Season or Low Season, if applicable, Net Orderly Liquidation Value percentage (as applicable, based on
the borrowing base delivery date as required under Section 5.01(f)) identified in the most recent inventory appraisal ordered by the Administrative Agent
 the Dutch Loan Parties’ Eligible Inventory, valued at the lower of cost (determined on a first-in-first-out basis or average cost basis) or market
value, at such time  any Reserves related to the Eligible Inventory of the Dutch Loan Parties, 
(c) the lesser of (i) the product of (x) 75%  (y) the Dutch Loan Parties’ Eligible LC Inventory, valued at the lower of cost (determined
on a first-in-first-out basis or average cost basis) or market value, at such time, , without duplication of any Reserves accounted for in clause (b) above,
Reserves relating to the Eligible LC Inventory of the Dutch Loan Parties and (ii) the product of 85%  the High Season or Low Season, if
applicable, Net Orderly Liquidation Value percentage (as applicable, based on the borrowing base delivery date as required under Section 5.01(f)) identified in
the most recent inventory appraisal ordered by the Administrative Agent  the Dutch Loan Parties’ Eligible LC Inventory, valued at the lower of
cost (determined on a first-in-first-out basis or average cost basis) or market value, at such time , without duplication of any Reserves accounted for in
clause (b) above, Reserves related to the Eligible LC Inventory of the Dutch Loan Parties.
The Administrative Agent may, in its Permitted Discretion, adjust Reserves used in computing the Aggregate Borrowing Base and the Dutch
Borrowing Base, with any such changes to be effective three Business Days after delivery of notice thereof to the Borrower Representative and the Lenders.
The Aggregate Borrowing Base and the Dutch Borrowing Base at any time shall be determined by reference to the most recent Aggregate Borrowing Base
Certificate and each other Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.01(f) of this Agreement.
For purposes of computing each of the Dutch Borrowing Base, the European Borrowing Base, the Aggregate Borrowing Base and interpreting the
defined terms used in any of the foregoing, (i) Accounts owed to a Luxembourg Loan Party that becomes a Principal as a result of any Luxembourg
Restructuring Transactions by an Account Debtor that maintains an office in, or is organized under any applicable law of, the Netherlands shall be deemed to
be owed to a Dutch Borrower and (ii) Inventory located in the Netherlands that is owned by a Luxembourg Loan Party that becomes a Principal as a result of
any Luxembourg Restructuring Transactions shall be deemed to be owned by a Dutch Borrower; provided that immediately prior to the transfer of such
Accounts or Inventory to the Luxembourg Loan Party, such Accounts or Inventory were Eligible Accounts or Eligible Inventory, respectively.
“Dutch Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of each Dutch
Borrower, in substantially the form of Exhibit B-4 or another form which is acceptable to the Administrative Agent in its sole discretion.
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