Eligible Foreign Inventory. Inventory owned by a Foreign Borrower: (a) with respect to which Agent or a Security Trustee has a valid and perfected first priority Lien, first floating charge or similar non-possessory interest (subject, in each case, only to Customary Permitted Liens described in clause (a) of the definition thereof), (b) with respect to which no representation, warranty or covenant contained in any Loan Document has been breached, (c) which is not in, Agent’s Permitted Discretion, obsolete, unmerchantable or subject to any statutory, contractual or other title retention or similar agreement or arrangement, (d) (i) located on the premises of a UK Borrower in England and Wales or Northern Ireland, a Dutch Borrower in the Netherlands or an Australian Borrower in Australia (as applicable) or (ii) in transit from the premises or warehouses of any U.S. Borrower to the premises of any Foreign Borrower or in transit from the premises of any Foreign Borrower to the premises of such or any other Foreign Borrower and as to which the issuer of the related xxxx of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) and the agent at the destination named in such xxxx of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) have executed a Lien Waiver, and (iii) as to which the related xxxx of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) is not a negotiable xxxx of lading (or negotiable document), and (e) which Agent deems to be Eligible Foreign Inventory, based on such credit and collateral considerations as Agent deems appropriate in its Permitted Discretion. Except as otherwise agreed to by Agent, no Inventory of any Foreign Borrower shall be Eligible Foreign Inventory if such Inventory is located, stored, used or held at leased premises or the premises of a third party unless other appropriate action satisfactory to Agent shall have been taken to make the rights of Agent in such Inventory effective against third parties, with respect to such location. The Agent reserves the right to create, from time to time, additional categories of ineligible Inventory.
Eligible Foreign Inventory means Inventory owned by the Operating Multicurrency Borrowers:
Eligible Foreign Inventory is Borrower’s Inventory located in Germany or Israel that otherwise meets all of the Borrower’s representations and warranties in Section 5.3 and is otherwise acceptable to Bank in all respects.
Examples of Eligible Foreign Inventory in a sentence
For purposes of this Agreement, Borrowing Base means an amount equal to the sum of (i) ninety percent (90%) of Exim Eligible Foreign Accounts plus (ii) fifty percent (50%) of the Exim Eligible Foreign Inventory.
Schedule 6.14.5 contains an accurate and complete list of addresses outside the United States where any inventory of any Company is located, including Eligible Foreign Inventory.
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The aggregate amount of all Advances outstanding at any time to finance Exim Eligible Foreign Inventory may not exceed the Exim Inventory Facility Amount.
Eligible Inventory: the Eligible Foreign Inventory and/or Eligible U.S. Inventory, as the context may require.
More Definitions of Eligible Foreign Inventory
Eligible Foreign Inventory means Inventory purchased or manufactured by Borrower for resale located in the United States, other than Inventory that is excluded under the Borrower Agreement and this Exim Agreement. Eligible Foreign Inventory shall not include the following:
Eligible Foreign Inventory is Borrower’s Inventory located in Germany or Israel that otherwise meets all of the Borrower’s representations and warranties in Section 5.3 and is otherwise acceptable to Bank in all respects. 9 The Loan Agreement shall be amended by deleting the following text appearing as clause (g) in the definition of “Permitted Investments” appearing in Section 31.1 thereof: “(g) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above; provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.” and inserting in lieu thereof the following:
Eligible Foreign Inventory means the lesser of the fair market value, or the gross book value less any applicable reserves for shrinkage, obsolescence or slow-moving goods (determined in accordance with GAAP), of the raw materials, work-in-progress and finished goods inventory owned by any of the Foreign Subsidiaries of the Borrower, valued on a first-in-first-out basis (before deduction of LIFO reserve), provided that no inventory shall be considered Eligible Foreign Inventory, unless it is:
Eligible Foreign Inventory means, as of any date of determination thereof, all Inventory owned by (and in the possession or under the control of) SI Europe and located in England or SI Canada and located in Canada; provided that Eligible Foreign Inventory shall include only such Inventory as is otherwise reasonably acceptable to the Agent in its good faith discretion from time to time and in any event shall not include any of the following: (a) work-in-process; (b) Inventory located at leased premises or a warehouse with respect to which the Agent has not received a landlord's or warehousemen's waiver and agreement on terms reasonably satisfactory to it; (c) Inventory as to which the Agent does not hold a duly perfected first priority charge (with respect to SI Europe's Inventory) or a perfected first priority security interest or the Canadian equivalent thereof (with respect to SI Canada's Inventory); (d) Inventory which is subject to any legal encumbrance other than pursuant to the Collateral Documents; (e) Inventory which in the reasonable judgment of the Agent is considered to be not merchantable; (f) Inventory which has not been fully paid for by SI Europe or SI Canada; and (g) consigned Inventory. The value of Eligible Foreign Inventory shall be determined at the lower of cost or market value in accordance with GAAP.
Eligible Foreign Inventory means the consolidated finished goods, raw materials and work-in-process of the Wholly-Owned Foreign Subsidiaries of the Company (excluding finished goods, raw materials and work- in-process of Unrestricted Subsidiaries of the Company) less any applicable reserves, each of the foregoing determined in accordance with GAAP.
Eligible Foreign Inventory means the Eligible Inventory owned by the Specified Foreign Borrowing Base ABL Subsidiary Guarantors.
Eligible Foreign Inventory means Inventory of a Borrower which is located in the United Kingdom and which meets each of the requirements set forth in clauses (1) through (5) and (7) through (10) of the definition of "Eligible Domestic Inventory". Inventory which is at any time Eligible Foreign Inventory but which subsequently fails to meet any of the foregoing requirements shall forthwith cease to be Eligible Foreign Inventory. For purposes of this definition, Inventory shall not be deemed to meet the requirement of subsection (a) of clause (1) described above unless the Borrowers shall have executed and delivered to Agent all Foreign Collateral Documents (which shall include such opinions of counsel as may be requested by the Agent) in favor of the Agent and/or Security Trustee as the Agent and/or Security Trustee may require to obtain and perfect a Lien in such Inventory and the Borrowers shall have taken such other action as the Agent shall have reasonably requested to create and perfect such Lien.