OfficeMax 2013 Annual Report Download - page 216

other Reserve related to Accounts of the UK Loan Parties, (ii) the product of (A) 90%  (B) the UK Loan Parties’ Eligible Credit Card Receivables
at such time  the Dilution Reserve related to the UK Loan Parties,  any other Reserve related to Accounts of the UK Loan Parties, and (iii) the
product of (A) 75%  by (B) the Eligible Uninvoiced Accounts Receivable of the UK Loan Parties at such time  the Dilution Reserve related to
the UK Loan Parties, 
(b) the lesser of (i) the product of (x) 75%  (y) the UK 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 UK 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 UK 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 UK Loan Parties, 
(c) the lesser of (i) the product of (x) 75%  (y) the UK 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 UK 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 UK 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 UK Loan Parties.
The Administrative Agent may, in its Permitted Discretion, adjust Reserves used in computing the Aggregate Borrowing Base and the UK
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 UK 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 UK Borrowing Base, the European Borrowing Base, the Aggregate Borrowing Base and interpreting the
defined terms used in any of the foregoing, Inventory located in England and Wales or Scotland 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 UK Borrower; provided that immediately prior to the
transfer of such Inventory to the Luxembourg Loan Party, such Inventory was Eligible Inventory.
“UK Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of each UK Borrower,
in substantially the form of Exhibit B-3 or another form which is acceptable to the Administrative Agent in its sole discretion.
“UK Loan Party” means any Loan Party (including the UK Borrowers) organized under the laws of the United Kingdom.
“UK Non-Bank Lender” has the meaning assigned to such term in Section 2.17(a)(ii).
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