“Eligible In-Transit Inventory” means Inventory owned by any Borrower, any Canadian Guarantor or Dutch Guarantor that otherwise satisfies the criteria for Eligible Inventory set forth herein but is located outside of the United States of America, Canada and the Netherlands (and in international or local waters) and which is in transit to either the premises of a Freight Forwarder in the United States of America, Canada or the Netherlands or the premises of a Borrower, a Canadian Guarantor or Dutch Guarantor in the United States of America, Canada or the Netherlands which are either owned and controlled by such Borrower, Canadian Guarantor or Dutch Guarantor or leased or used by such Borrower, Canadian Guarantor or Dutch Guarantor (but only if Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Freight Forwarder or the owner and lessor of such leased premises, as the case may be, by not later than the date provided in [clause (b)] below), provided, that,

Provided, that, anything to the contrary above notwithstanding, inventory to be purchased by any Borrower, any Canadian Guarantor or Dutch Guarantor that otherwise satisfies the criteria for Eligible Inventory set forth herein but is located outside of the United States of America, Canada andor the Netherlands (and in international(as to the applicable Borrower or local waters) andGuarantor) which is not yet owned by any such Borrower or Guarantor or in transit to either the premises of a Freight Forwarder inor such Borrower or Guarantor as provided above, shall be deemed to be Eligible In-Transit Inventory, so long as # such inventory would satisfy the United States of America, Canada or the Netherlands or the premises of a Borrower, a Canadian Guarantor or Dutch Guarantor in the United States of America, Canada or the Netherlands which are either owned and controlledcriteria for Eligible In-Transit Inventory upon its purchase by such Borrower, CanadianBorrower or Guarantor and the shipment of it to such Borrower or Dutch Guarantor or leased or used byGuarantor, # such Borrower, Canadian Guarantor or Dutch Guarantor (but only if Agent has receivedinventory is subject to a Collateral Access Agreement duly authorized, executedLetter of Credit for the payment of the purchase price thereof (which Letter of Credit is on terms and delivered by such Freight Forwarder or the owner and lessor of such leased premises, as the case may be, by not later than the date provided in [clause (b)] below), provided, that,

“Eligible In-Transit Inventory” meansmeans, as of the date of determination thereof, without duplication of other Eligible Inventory, Inventory owned by any Borrower, any Canadian Guarantor or Dutch Guarantor that otherwise satisfies the criteria for Eligible Inventory set forth herein but is# located outside of the United States of America, Canada and the Netherlands (and in international or local waters) and which is in transit to either the premiseswithin or outside of a Freight Forwarder in the United States to the ​ or any Subsidiary Guarantor from vendors and suppliers for receipt by the ​ or a Subsidiary Guarantor within sixty (60) days of America, Canadathe date of determination that has not yet been received into a distribution center or store of such Person, # for which the purchase order for such Inventory is in the name of the ​ or a Subsidiary Guarantor and title has passed to the ​ or a Subsidiary Guarantor, # which has been consigned to the ​ or a Subsidiary Guarantor (along with delivery to the ​ or a Subsidiary Guarantor of the documents of title with respect thereto), # as to which a Customs Broker/Carrier Agreement, reasonably satisfactory to the ​, is in effect or with respect to which Inventory Reserves have been established by the ​ or the Netherlands​, and # which otherwise would constitute Eligible Inventory; provided that the ​ or the premises​ may, in its Permitted Discretion, and upon notice to the ​, exclude any particular Inventory from the definition of a Borrower, a Canadian Guarantor or Dutch Guarantor“Eligible In-Transit Inventory” in the United States of America, Canadaevent that the ​ or the Netherlands​ determines in its Permitted Discretion and upon notice to the ​ that such Inventory is subject to any Person’s right or claim which are either ownedis (or is capable of being) senior to, or pari passu with, the Lien of the Collateral Agent (such as, without limitation, a right of reclamation or stoppage in transit), as applicable, and controlled bywould be reasonably likely to adversely impact the ability of the Collateral Agent to realize upon such Borrower, Canadian Guarantor or Dutch Guarantor or leased or used by such Borrower, Canadian Guarantor or Dutch Guarantor (but only if Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Freight Forwarder or the owner and lessor of such leased premises, as the case may be, by not later than the date provided in [clause (b)] below), provided, that,Inventory.

Eligible In-Transit Inventory” meansInventory. As to each item of Inventory owned(other than Inventory having a de minimis Value relative to the aggregate Value of all Eligible Inventory at any time) that is identified by any Borrower, any Canadian Guarantor or Dutch Guarantor that otherwise satisfies the criteria forGuarantor, as applicable, as Eligible Inventory or Eligible In-Transit Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is # of good and merchantable quality, free from known defects, and # to the extent that any officer of any Loan Party has knowledge or reasonably should have had knowledge, not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth herein but is located outside of the United States of America, Canada and the Netherlands (and in international or local waters) and which is in transit to either the premises of a Freight Forwarder in the United Statesdefinition of America, Canada or the Netherlands or the premises of a Borrower, a Canadian Guarantor or Dutch Guarantor in the United States of America, Canada or the Netherlands which are either ownedEligible Inventory and controlled by such Borrower, Canadian Guarantor or Dutch Guarantor or leased or used by such Borrower, Canadian Guarantor or Dutch Guarantor (but only if Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Freight Forwarder or the owner and lessor of such leased premises, as the case may be, by not later than the date provided in [clause (b)] below), provided, that,Eligible In-Transit Inventory.