OfficeMax 2013 Annual Report Download - page 183

assignment, application, request or petition for liquidation, reorganization, compromise, arrangement, adjustment of debts, stay of proceedings,
adjudication as bankrupt, winding-up, or voluntary or involuntary case or proceeding, (iv) has admitted in writing its inability, or is generally unable
to, pay its debts as they become due, (v) has become insolvent, or (vi) ceased operation of its business;
(k) which is owed by any Account Debtor which has sold all or substantially all of its assets;
(l) which is owed by an Account Debtor which (i) does not maintain an office in the United States or Canada (in each case, if any Account
Debtor of the Company or Canadian Loan Party), England and Wales or Scotland (in each case, if an Account Debtor of any UK Borrower) the
Netherlands (if an Account Debtor of any Dutch Borrower) or (ii) is not organized under any applicable law of the United States, any State of the United
States or the District of Columbia, Canada or any province of Canada (in each case, if an Account Debtor of the Company or Canadian Loan Party),
England and Wales or Scotland (in each case, if an Account Debtor of any UK Borrower) or the Netherlands (if an Account Debtor of any Dutch
Borrower) unless, in any such case, such Account is backed by a letter of credit acceptable to the Administrative Agent which is in the possession of,
has been assigned to and is directly drawable by the Administrative Agent;
(m) which is owed in any currency (i) other than dollars or Canadian Dollars with respect to the US Loan Parties or Canadian Loan
Parties, or (ii) other than dollars, Euros or Sterling with respect to the European Loan Parties;
(n) which is owed by the government (or any department, agency, public corporation, or instrumentality thereof, excluding states of the
United States of America) of any country (other than the United Kingdom) and except to the extent that the subject Account Debtor is the federal government of
the United States of America and has complied with the Federal Assignment of Claims Act of 1940, as amended (31 USC. § 3727 et seq. and 41 USC. § 15
et seq.), and any other steps necessary to perfect the Lien of the applicable Collateral Agent in such Account have been complied with to the satisfaction of
such applicable Collateral Agent;[reserved];
(o) which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party;
(p) [reserved];
(q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent
of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an
Account Debtor, in each case to the extent thereof;
(r) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction,
defense, setoff or dispute;
(s) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or
other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such
Borrower has filed such report or qualified to do business in such jurisdiction;
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