“Eligible In-Transit Finished Goods Inventory” shall include Inventory: # which title has passed to a Borrower, # which is insured to the full value thereof with Agent as lender loss payee under the applicable insurance policy and evidence of such insurance has been provided to Agent, # which is in-transit with a carrier to a facility listed on [Schedule 4.5], # which would otherwise be Eligible Finished Goods Inventory except for its location, # for which Agent or the customs broker or other representative shall have in its possession a true and correct copy of the bill of lading and other shipping documents for such inventory, # which # if the applicable bill of lading is non-negotiable and the Inventory is in transit within the United States, a duly executed Collateral Access Agreement from the applicable customs broker for such Inventory, or all related unpaid freight charges and customs duties related to the shipment thereof shall be reserved for, or # if the applicable bill of lading is negotiable, confirmation that the bill is issued in the name of a Borrower and consigned to the order of the Agent or an agent thereof, and an acceptable agreement has been executed with a Borrower’s customs broker, in which the customs broker or other representative agrees that it is holding possession of the negotiable bill as agent for the Agent and will grant the Agent access to the Inventory, # for which the carrier is not an Affiliate of the applicable vendor or supplier of the Inventory, and # the customs broker is not an Affiliate of a Borrower; provided however that, in each case, all related unpaid freight charges and customs duties related to such shipment shall be reserved for unless a lien waiver among the applicable Borrower, the applicable customs broker, freight carrier, shipping company or shipping agent, as the case may be, and Agent has been executed and delivered to the Agent, in each case in form and substance satisfactory to the Agent in its Permitted Discretion.