Inventory-Backed Credit Meets the Warehouse: Access Agreements, Bailee Letters and Liens

By Bernardo Campelo, Forbes Business Council E-Commerce Leader, Amazon SPN Certified provider, Amazon SP-API authorized partner, and Founder of PrepVia.

Picture the week after an inventory-backed revolver is approved. The term sheet is signed and the closing checklist runs several pages. One line near the bottom asks for a signed agreement from every third-party location holding your stock. The lender's counsel emails your 3PL a draft on Monday and wants it back by Friday.

That line decides whether the pallets in that building count toward what you can borrow, who gets paid first if the loan goes bad, and whose instructions the warehouse follows when two arrive on the same day.

The question is reaching more sellers. At Accelerate 2026, Amazon said it is opening its lending program to every seller by year-end, dropping the invitation requirement, and has added partners, including SBA-backed loans of up to $5 million, per Amazon's September 29 recap of the event. Its Amazon Lending page already lists lines of credit and an SBA 7(a) loan from third-party providers. The Accelerate 2026 session catalog also listed an eCapital talk on how inventory-backed revolving credit facilities can fund inventory.

When inventory secures a loan, the warehouse holding it becomes a silent third party to the credit agreement, and three documents must tell the same story: your storage agreement, the letter the 3PL gives your lender, and your security agreement. This is not legal or credit advice. It is the mechanism, plus a checklist for your lawyer, who writes the final text.

Why the Warehouse Is Written Into Your Credit Agreement

An inventory lender lends against the stock it can find, count and take if it has to. Stock in someone else's building comes with a second party that has its own rights over those goods, and the lender wants those rights settled in writing first.

The Honest Company filed its credit agreement and pledge and security agreement, as amended March 31, 2026, with JPMorgan Chase Bank as administrative agent, as an exhibit to an April 2026 Form 8-K. Its definition of eligible inventory excludes stock in a third-party warehouse or a bailee's possession, not covered by a document, unless the warehouse has delivered a collateral access agreement or the agent has set a reserve. Even then, it requires at least $100,000 of the borrowers' inventory at that location.

A reserve is an amount held back from what you can borrow. For leased locations, the same agreement ties it to rent, charges and other amounts due or to become due for the facility. Put simply, the lender subtracts what someone else could claim ahead of it.

Those thresholds belong to one agreement. Find the same structure in yours: what happens to stock at a third-party location when the warehouse has not signed. If the answer is a reserve or an exclusion, the letter from your 3PL is borrowing capacity, and a slow signature costs you every week.

The Legal Pieces: Acknowledgment, Lien and Priority

A handful of Uniform Commercial Code sections do the work. This is the model text, which each state adopts with its own changes, so your lawyer reads the version that governs your deal.

The acknowledgment. Under UCC section 9-313(c), for goods not covered by a document of title, a secured party takes possession of collateral held by a third person when that person authenticates a record acknowledging it holds the collateral for the secured party's benefit. That record is what the market calls a bailee letter. Under 9-313(f), the warehouse is not required to give it. Under 9-313(g), giving it creates no duty to the lender unless the warehouse agrees otherwise or other law says so. Neither bailee letter nor collateral access agreement appears in these sections; both are market names. Florida's section 679.3131 enacts the same rules, with signs in place of authenticates. If the warehouse issued a nonnegotiable receipt, section 9-312(d) applies instead, and the bailee's receipt of notice of the lender's interest is one way to perfect. Beyond those routes, section 9-310(a) makes filing a financing statement the general rule for perfection.

The lien. Section 7-209(a) gives a warehouse, which section 7-102 defines as a person engaged in the business of storing goods for hire, a lien on goods covered by a warehouse receipt or storage agreement for storage, transportation, insurance, labor and other charges in relation to those goods. A lien on those goods for charges on other goods exists only if the receipt or storage agreement states it.

The priority. Under 7-209(c), the warehouse lien is not effective against a person that, before a document of title was issued, had a perfected security interest in the goods and did not deliver or entrust them to the bailor with authority to ship, store or sell, or acquiesce in the bailor getting a document. Whether a lender entrusted or acquiesced depends on facts, which is one reason a lender prefers to settle priority by contract.

The exit. Under 7-209(e), a warehouse loses its lien on goods it voluntarily delivers or unjustifiably refuses to deliver. Under section 7-210(a), it may enforce the lien by a commercially reasonable sale after notifying all persons known to claim an interest in the goods. Florida enacted the same lien and sale rules in section 677.209 and section 677.210 of the 2026 Florida Statutes.

What the Lender Asks the Warehouse to Sign

Two public filings show the request in the loan documents themselves. The Honest Company pledge and security agreement asks the borrower to use commercially reasonable efforts to obtain a collateral access agreement from each bailee holding eligible inventory valued above $100,000 for longer than 30 days. That agreement must provide access rights and waive or subordinate all liens or claims the bailee may assert against the collateral there. Without one, the inventory is subject to reserves.

The second is a security agreement dated March 28, 2024 between The Singing Machine Company and Oxford Commercial Finance, filed with the SEC in April 2024. When collateral sits with a bailee, the borrower must, at the lender's request, obtain the bailee's acknowledgment that it holds the collateral for the lender and will follow the lender's instructions at any time without further consent from the borrower.

Read together, they give you the spine of the request:

A draft can also ask for notice of unpaid storage charges, inventory reports by SKU and location, and storage during an access period. Each needs a price, a time limit or both.

What a 3PL Can Sign, and Where It Pushes Back

The code gives the warehouse its starting position: it does not have to sign, and the bare acknowledgment adds no duty. The real question is which commitments it can keep on an ordinary Tuesday, with many other clients' goods in the building.

This is a negotiation map, not a statement of what any particular warehouse signs. Each party's lawyer writes its own side.

Your Stock Moves: At the 3PL, In Transit, Inside FBA

A prep center is not a vault. Goods arrive, get counted, prepped and labeled, and leave for Amazon. That flow changes the collateral picture in three ways.

The warehouse lien turns over with every shipment. The 7-209 lien sits on goods in the warehouse's possession and ends on goods voluntarily delivered. A 3PL that ships your units to Amazon every week holds a lien only on what is still on its floor. That leaves the 3PL thin leverage for unpaid invoices, a reason it may guard current charges closely.

The lender's snapshot goes stale fast. A borrowing base certificate built on last month's 3PL count can describe units already checked in at Amazon. Reconcile three numbers on the same date: the 3PL's on-hand count, Amazon's inventory ledger, and what you report to the lender.

Inside FBA, a different contract governs. Amazon's Business Solutions Agreement, in FBA Service Terms F-7.3, says that when Amazon disposes of units at your request, title transfers to Amazon or a third party it selects free and clear of liens, claims and security interests to the extent required to dispose of the unit. F-9.3 says you have no security interest or lien in proceeds Amazon receives from such units. Your lender did not negotiate those terms. Ask its counsel how the credit agreement treats units at Amazon and in transit, before the first certificate is due.

What the 2026 Aggregator Disclosures Teach About Stock as Collateral

The aggregator wave ran on borrowed money. Marketplace Pulse reported on October 9, 2025 that Amazon aggregators raised $12.3 billion in 2021, 75% of it as debt, and that the figure fell to $2.7 billion in 2022. The bill surfaced in 2026, mostly as disclosures of losses marked or booked earlier.

Collateral is worth what it sells for. A separate source cited by Bloomberg said the Victory Park loans to aggregators were backed by inventory and receivables, as well as cash flow. The report, citing anonymous sources, added that after Perch was sold to Razor in early 2024, with its debt converted into preferred equity, Razor suffered "a meaningful decline in demand and delays in the delivery of inventory." A perfect bailee letter on stock nobody buys secures a small number.

Rank decides recovery. The 10-Q shows a second-lien loan with nearly $23 million of principal carried at $2; the filing does not give the cause. Every claim ranked ahead of a lender shrinks its recovery, and a warehouse lien that survives 7-209(c) can be one of them. That is why lenders ask for subordination, and why you keep the 3PL paid.

Debt turns into ownership. Perch's debt became preferred equity and Unybrands' debt became shares, according to those reports, and the TCPC 10-Q shows the lender also holding equity in the aggregators it financed. When control of a brand changes, the storage and access agreements do not update themselves. Check who your 3PL's customer is after a restructuring, and whether the release and exit terms still work, the same discipline used when onboarding many brands into one 3PL.

One deal is not the asset class. In the same report, an Apollo spokesperson said its annualized asset-backed finance loss rate is about 0.02%, with recoveries estimated at 50% higher than those of many direct lenders to Amazon aggregators.

The Alignment Checklist: Lender, 3PL and Brand

Use this before the lender's counsel sends the first draft.

The Order of Operations

Frequently Asked Questions

What is a bailee letter?

It is a document in which a third party holding your goods, such as a 3PL, acknowledges that it holds them for your lender's benefit. Under the model text of UCC section 9-313(c), that signed acknowledgment is how a secured party takes possession of goods held by someone else without a document of title. Under section 9-313(f), the warehouse is not required to sign one.

How is a collateral access agreement different from a bailee letter?

A bailee letter is mainly the acknowledgment. A collateral access agreement can go further, with access rights to the location and a waiver or subordination of the warehouse's liens. One agreement filed with the SEC in 2026 asks for both, through commercially reasonable efforts, where eligible inventory above $100,000 sits more than 30 days. Read what the document says, not what it is called.

Does a 3PL have to sign what my lender sends?

No. Under UCC section 9-313(f), a person holding collateral is not required to acknowledge that it holds it for a secured party, and under section 9-313(g) the bare acknowledgment creates no duty unless the person agrees otherwise. What the 3PL signs is a commercial decision.

Who ranks first, the warehouse lien or my lender?

It depends on facts, and your lawyer answers it for your state. Under the model UCC section 7-209(c), the warehouse lien is not effective against a prior perfected security interest unless the secured party entrusted the goods to the bailor with authority to ship, store or sell, or acquiesced in the bailor getting a document. The access agreement is where lender and warehouse can settle it by contract.

What happens to the collateral when my 3PL ships units to Amazon?

Under UCC section 7-209(e), the warehouse lien ends on goods voluntarily delivered, so units that leave for Amazon leave the 3PL's lien behind. At Amazon, your Business Solutions Agreement governs, including FBA Service Terms on title to units Amazon disposes of at your request. How they count in your borrowing base is for your credit agreement and your lender's counsel.

What happened with the aggregator loans in early 2026?

BlackRock TCP Capital's January 23, 2026 8-K estimated net asset value per share at December 31, 2025 about 19.0% below September 30, 2025, naming Razor and SellerX among the biggest negative contributors, and its June 30, 2026 10-Q carries a Razor second-lien loan with about $23 million of principal at $2. Bloomberg reported that Apollo lost part of a $170 million Perch financing, booked roughly a year before its January 2026 report. These are disclosed marks, not 2026 write-offs.

Final Take

Inventory-backed credit is a financing product and an operations document. The loan works only if the lender can find, count and reach the stock, and the stock moves only if the warehouse knows whose instructions to follow.

The code gives each party a starting position, and everything else is contract. The 2026 disclosures add the humbling part: documents protect access to value, they do not create it. Keep the stock moving, the counts reconciled and the 3PL paid.

PrepVia is the prep center at the end of that chain, in Miami: we receive, count, photograph, prep, label, store and ship to Amazon. We are not a lender, and nothing here is legal advice or a description of what any warehouse signs. The final text belongs with counsel for you, your lender and your 3PL.