Agreements Regarding Inventory. Borrower shall notify Bank promptly of all material returns and recoveries of Inventory. Without obtaining Bank’s prior consent and in compliance with the applicable terms of the Security Agreement, Borrower will not (i) accept any returns of Inventory outside the ordinary course of Borrower’s business, (ii) enter into any agreement, practice, arrangement, or transaction under which title to, or ownership of, any Inventory which is being sold by Borrower is, or purports to be, transferred to, or held by, a Person other than Borrower before such Inventory is delivered to such Person by Borrower, (iii) make a sale of Inventory to any customer on a bxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment or any other repurchase or return basis, or (iv) store any Inventory with, or place any Inventory in the possession or control of, any bailee, processor, warehouseman, consignee or any other Person, not a party to a bailee, warehouseman or similar agreement with Bank, under any arrangement, practice or agreement (oral or written).
Agreements Regarding Inventory. If between the date Borrower has delivered a Borrowing Base Certificate to Agent and the date the next Borrowing Base Certificate is due under this Agreement, Borrower learns of inventory, in an aggregate amount equal to or greater than $250,000, that has been returned to Borrower by its customer, then Borrower shall notify Agent promptly upon Borrower’s learning thereof. Without obtaining Agent’s prior consent (which consent will not be unreasonably withheld or delayed) and being in compliance with the applicable terms of the Borrower Security Agreement, Borrower will not: (i) accept any returns of Inventory included in the Borrowing Base outside the ordinary course of business, (ii) enter into any agreement, practice, arrangement, or transaction under which title to, or ownership of, any Inventory included in the Borrowing Base which is being sold by Borrower is, or purports to be, transferred to, or held by, a Person other than Borrower before such Inventory is delivered to such Person by Borrower, or (iii) store any Inventory included in the Borrowing Base with, or place any Inventory in the possession or control of, any bailee, processor, warehouseman, consignee or any other Person, not a party to a bailee, warehouseman or similar agreement with Agent, under any arrangement, practice or agreement (oral or written). Borrower may, in the ordinary course of business, make a sale of Inventory to any customer on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment or any other repurchase or return basis except that (a) any Receivables arising from such sales will be ineligible Receivables for Borrowing Base purposes and (b) any Inventory pertaining thereto will be ineligible for Borrowing Base purposes except any Consigned Inventory which is otherwise Eligible Inventory under clause (ii)(e) of the definition of Eligible Inventory.
Agreements Regarding Inventory. If (a) an Event of Default has occurred and is continuing or (b) the Eligible Cash Receipts Percentage is less than (i) the Required Eligible Cash Receipts Percentage Amount or (ii) Twelve Million and 00/100 Dollars ($12,000,000.00), the Borrowers shall notify the Agent promptly of all returns and recoveries of Inventory outside the ordinary course of business in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) with respect to any individual customer. If (a) an Event of Default has occurred and is continuing or (b) the Eligible Cash Receipts Percentage is less than (i) the Required Eligible Cash Receipts Percentage Amount or (ii) Twelve Million and 00/100 Dollars ($12,000,000.00), the Borrowers will not, without the Agent's or the Majority Banks' prior written consent (i) accept any returns of Inventory outside the ordinary course of business in excess of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) with respect to any individual customer, (ii) enter into any agreement, practice, arrangement or transaction under which title to or ownership of, any Inventory which is being sold by the Borrowers is, or purports to be, transferred to, or held by, a Person other than the Borrowers before such Inventory is delivered to such Person by the Borrowers or (iii) make a sale of Inventory to any customer on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval, consignment or any other repurchase or return basis, excluding (x) sales that may be subject to rights of rescission granted by federal or state Law, (y) warranties or satisfaction guaranties and (z) other arrangements if the aggregate cost of all Inventory subject to such arrangements would exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) at any time. The Borrowers will not, without the Agent's or the Majority Banks' prior written consent, store any Inventory with, or place any Inventory in the possession or control of any bailee, processor, warehouseman, consignee, or any other Person under any arrangement, practice or agreement (oral or written) unless (x) the Eligible Cash Receipts Percentage equals or exceeds Twenty-Three Million and 00/100 Dollars ($23,000,000.00), (y) the Collateral Reserve Amount is in effect or (z) the Borrowers shall have delivered Waivers in form and substance satisfactory to the Agent or the Majority Banks in its or their sole but reasonable discretion with respect to all such Inventory.
Agreements Regarding Inventory. Each Borrower shall notify Agent promptly of all material returns and recoveries of Inventory. Without Agent's prior consent and compliance with the applicable terms of the Security Agreement, no Borrower will (i) accept any returns of Inventory outside the ordinary course of business, (ii) enter into any agreement, practice, arrangement, or transaction under which title to, or ownership of, any Inventory which is being sold by a Borrower is, or purports to be, transferred to, or held by, a Person other than the applicable Borrower before such Inventory is delivered to such Person by the Borrower, (iii) make a sale of Inventory to any customer on a xxxx-and-hold, guaranteed sale, sale or return, sale on approval, consignment or any other repurchase or return basis, or (iv) store any Inventory with, or place any Inventory in the possession or control of, any bailee, processor, warehouseman, consignee or any other Person not a party to a bailee or warehouseman's or similar agreement with Agent under any arrangement, practice or agreement (oral or written).
Agreements Regarding Inventory. With respect to the Inventory, Borrower hereby represents, warrants and covenants to and with Agent and Lenders as follows:
Agreements Regarding Inventory. In addition to the Borrowing Base Certificate to be delivered in accordance with Section 8.3, each Borrower shall notify Agent promptly of all material returns and recoveries of Inventory outside of the ordinary course of the applicable Borrower's business. Without obtaining Agent's prior consent and in compliance with the applicable terms of the applicable Borrower Security Agreement, no Borrower will (i) accept any returns of Inventory outside the ordinary course of business, (ii) enter into any agreement, practice, arrangement, or transaction under which title to, or ownership of, any Inventory which is being sold by such Borrower is, or purports to be, transferred to, or held by, a Person other than such Borrower before such Inventory is delivered to such Person by such Borrower, (iii) sell Inventory to any customer on a guaranteed sale, sale and return, sale on approval, consignment or any other repurchase or return basis, or (iv) store any Inventory with, or place any Inventory in the possession or control of, any bailee, processor, warehouseman, consignee or any other Person, not a party to a bailee, warehouseman or similar agreement with Agent, under any arrangement, practice or agreement (oral or written); provided, however, that a Borrower may make sales of Inventory to its customers on consignment, so long as (A) the aggregate consolidated amount of Inventory of all Borrowers sold on consignment does not exceed $5,000,000 at any time, and (B) it is expressly understood and agreed that any and all such Inventory shall in no event constitute Eligible Inventory.
Agreements Regarding Inventory. In addition to the Borrowing Base Certificate to be delivered in accordance with Section 8.3, following the occurrence and during the continuance of a Triggering Event, Borrower shall notify Bank promptly of all material returns and recoveries of Inventory. Without obtaining Bank’s prior consent and in compliance with the applicable terms of the Security Agreement, Borrower will not (a) accept any returns of Inventory outside the ordinary course of business, (b) enter into any agreement, practice, arrangement, or transaction under which title to, or ownership of, any Inventory which is being sold by Borrower is, or purports to be, transferred to, or held by, a Person other than Borrower before such Inventory is delivered to such Person by Borrower, (c) make a sale of Inventory to any customer on a xxxx-and-hold, guaranteed sale, sale and return, sale on approval or any other repurchase or return basis, other than pursuant to Borrower’s customary return policy, or (d) store any Inventory with, or place any Inventory in the possession or control of, any bailee, processor, warehouseman, consignee or any other Person, not a party to a bailee, warehouseman or similar agreement with Bank, under any arrangement, practice or agreement (oral or written).
