OfficeMax 2013 Annual Report Download - page 184

(t) with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts
and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower created a new receivable for the
unpaid portion of such Account;
(u) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether federal, provincial,
territorial, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of
the Board;
(v) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such goods, or which
indicates any party other than such Borrower as payee or remittance party;
(w) which was created on cash on delivery terms;
(x) which is subject to any limitation on assignments or other security interests (whether arising by operation of law, by agreement or
otherwise), unless the applicable Collateral Agent has determined that such limitation is not enforceable;
(y) which is governed by the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia, Canada or
any province of Canada (in each case, with respect to an Account Debtor of the Company), England and Wales or Scotland (in each case, with respect
to an Account Debtor of any UK Borrower) or the Netherlands (with respect to an Account Debtor of any Dutch Borrower);
(z) in respect of which the Account Debtor is a consumer within applicable consumer protection legislation; or
(aa) which the Administrative Agent in its Permitted Discretion determines may not be paid by reason of the Account Debtor’s inability to
pay; provided that the Aggregate Availability represented by the Eligible Canadian Accounts in the US Borrowing Base shall not exceed $ 15,000,000 at
any time.
provided that the Aggregate Availability represented by the Eligible Canadian Accounts in the US Borrowing Base shall not exceed $ 25,000,000 at any time;
provided, further that during a Level 4 Minimum Aggregate Availability Period, in the Administrative Agent’s Permitted Discretion, Eligible Accounts shall not
include any Account which is owed by the government (or any department, agency, public corporation, or instrumentality thereof, excluding states and
localities 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.
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