Qualified Consignment Inventory definition

Qualified Consignment Inventory means inventory of a Borrower or a Guarantor Subsidiary consigned to any Person, as consignee, that is not a Borrower or a Guarantor Subsidiary; provided that no such inventory shall constitute Eligible Inventory unless (i) the applicable Borrower or Guarantor Subsidiary retains title to the Eligible Inventory at all times while such Eligible Inventory is located at the premises of such Person, (ii) an appropriate UCC-1 or PPSA financing statement or equivalent shall have been executed and properly filed; provided that in the case of PPSA financing statements only if required by law to protect the interests of the consignor, (iii) Eligible Inventory having a value of at least $100,000 is located at such premises of such Person and (iv) the Administrative Agent shall have (A) received a Landlord Personal Property Collateral Access Agreement, Bailee’s Letter or similar agreement in a form and substance satisfactory to it or (B) an Eligibility Reserve in respect of fees, expenses and other amounts owing by the applicable Borrower or Subsidiary Guarantor to such Person shall have been established with respect thereto (which, for the avoidance of doubt, shall be established if the relevant document referred to in clause (A) has not been delivered).
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Qualified Consignment Inventory means inventory of any Borrowing Base Party that, absent being on consignment or held as “next in time inventory” by a customer of such Borrowing Base Party, would otherwise constitute Eligible Inventory and with respect to which the Administrative Agent shall have received written evidence of filed documentation acceptable to the Administrative Agent naming the consignee/customer as “debtor” (or the equivalent terminology used in the applicable jurisdiction) and the applicable Borrowing Base Party as “secured party” or “owner” (or the equivalent terminology used in the applicable jurisdiction) and which filings shall have been assigned to the Administrative Agent, and such other documentation as the Administrative Agent shall require to perfect the Administrative Agent’s Lien on, and access to, such inventory.
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Related to Qualified Consignment Inventory

  • Eligible Finished Goods Inventory means Inventory that qualifies as Eligible Inventory and consists of first quality finished goods held for sale in the ordinary course of Borrowers’ business.

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.

  • Excluded Inventory has the meaning set forth in Section 2.2(b).

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory: