OfficeMax 2013 Annual Report Download - page 187

(f) which is not finished goods or which constitutes work-in-process, raw materials, spare or replacement parts, subassemblies, packaging
and shipping material, manufacturing supplies, samples, prototypes, bill-and-hold goods, goods that are returned or marked for return, repossessed
goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;
(g) which is not located in the United States or Canada (in each case, with respect to Inventory owned by the Company or Canadian Loan
Party), England and Wales or Scotland (in each case, with respect to Inventory owned by any UK Borrower) or the Netherlands (with respect to
Inventory owned by any Dutch Borrower) or is in transit with a common carrier from vendors and suppliers other than Eligible LC Inventory;
(h) which is located in any (i) warehouse, cross-docking facility, distribution center, regional distribution center or depot or (ii) any retail
store located in a jurisdiction providing for a common law landlord’s lien on the personal property of tenants, in each case leased by the applicable Loan
Party unless (A) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (B) a Rent Reserve has been established by the
Administrative Agent;
(i) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document (other than bills of lading to the extent permitted pursuant to paragraph (g) above), unless (i) such warehouseman or bailee has delivered
to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) a Rent Reserve
has been established by the Administrative Agent;
(j) which is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or
outside processor;
(l) which is the subject of a consignment by the applicable Loan Party as consignor;
(m) which a Loan Party has acquired owing to a flash title transfer;
(n) which contains or bears any intellectual property rights licensed to the applicable Loan Party unless the Administrative Agent is satisfied
that it may sell or otherwise dispose of such Inventory without (i) the consent of each applicable licensor, (ii) infringing the rights of such licensor,
(iii) violating any contract with such licensor, or (iv) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to
sale of such Inventory under the current licensing agreement;
(o) which is not reflected in a current perpetual inventory report of such Borrower (unless such Inventory is reflected in a report to the
Administrative Agent as “in transit” Inventory and constitutes Eligible LC Inventory); provided that the Inventory of Axidata Inc. and TechDepot which
is reflected in the general inventory ledger of such Borrower shall be deemed Eligible Inventory;
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