Inventory that is comprised of goods which # are damaged, defective, “seconds,” or otherwise unmerchantable, # are to be returned to the vendor, # are obsolete or slow moving, or custom items, work‑in‑process, raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in the ​’s or a Subsidiary Guarantor’s business, # are not in compliance in all material respects with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or # are bill and hold goods;