OfficeMax 2013 Annual Report Download - page 185

In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be
reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits
pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Borrower may be
obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash
received in respect of such Account but not yet applied by such Loan Party to reduce the amount of such Account. Standards of eligibility may be made more
restrictive from time to time solely by the Administrative Agent in the exercise of its Permitted Discretion, with any such changes to be effective three days after
delivery of notice thereof to the Borrower Representative and the Lenders.
“Eligible Canadian Account” means any Eligible Account owing to the Company or a Canadian Loan Party by an Account Debtor organized
under the laws of Canada.
“Eligible Canadian Inventory” means any Eligible Inventory owned by the Company or a Canadian Loan Party which is located in Canada.
“Eligible Credit Card Account Receivable ” means any Credit Card Account Receivable that (i) has been earned and represents the bona fide
amounts due to a Loan Party from a credit card processor and/or credit card issuer, and in each case originated in the ordinary course of business of the
applicable Loan Party and (ii) is not excluded as an Eligible Credit Card Receivable pursuant to any of clauses (a) through (i) below; provided that no Credit
Card Accounts Receivable of the Canadian Loan Parties, the Dutch Loan Parties or the UK Loan Parties shall be an “Eligible Credit Card Receivable” prior to
the completion of a satisfactory initial field examination inclusive of the Canadian Loan Parties’, the Dutch Loan Parties’ or UK Loan Parties’, as applicable,
Credit Card Accounts Receivable. Without limiting the foregoing, to qualify as an Eligible Credit Card Account Receivable, a Credit Card Account Receivable
shall indicate no person other than a Loan Party as payee or remittance party. Eligible Credit Card Account Receivable shall not include any Credit Card
Account Receivable if:
(a) such Credit Card Account Receivable is not owned by a Loan Party and such Loan Party does not have good or marketable title to such Credit
Card Account Receivable;
(b) such Credit Card Account Receivable does not constitute an “Account” (as defined in the UCC) or such Credit Card Account Receivable has
been outstanding more than five Business days;
(c) the credit card issuer or credit card processor of the applicable credit card with respect to such Credit Card Account Receivable is the subject of
any bankruptcy or insolvency proceedings;
(d) such Credit Card Account Receivable is not a valid, legally enforceable obligation of the applicable credit card issuer with respect thereto;
(e) such Credit Card Account Receivable is not subject to a properly perfected security interest in favor of the Administrative Agent, or is subject
to any Lien whatsoever other than Permitted Encumbrances contemplated by the processor agreements and for which appropriate reserves (as determined by
the Administrative Agent in its Permitted Discretion) have been established or maintained by the Loan Parties;
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