Common use of Collateral Access Agreements Clause in Contracts

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor The Grantors shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of within 45 days after the Effective Closing Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative AgentAgent in accordance with the Credit Agreement. After the Effective Closing Date, no real property or warehouse space shall be leased by such any Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to in accordance with the Administrative AgentCredit Agreement. Such Each Grantor shall timely and fully pay and perform its material obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be locatedlocated except in the case of a bona fide dispute.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, Agreement from the lessor of each leased property, mortgagee of each owned property and bailee, consignee or bailee or consignee similar Person with respect to the operator of any warehouse, processor or converter facility or other location (location, in each of which is identified on Exhibit B hereto), case where Collateral is or is to be stored or located as of the Restatement Effective Date or at any time thereafter, provided that (a) no Grantor shall be required to obtain a Collateral Access Agreement with respect to any location at which the Inventory on-hand has a book value of less than $100,000 and (b) in excess accordance with Section 5.11(b) of $1,000,000 the Credit Agreement, no Collateral Access Agreement shall be required to be in effect prior to the Collateral Access Agreement Deadline. For purposes of clarity, it is understood and agreed that any Grantor’s failure, after having used commercially reasonable efforts, to obtain a Collateral Access Agreement with respect to any such location where Collateral is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination not constitute an Event of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative AgentDefault. With respect to any such locations or warehouse space leased as of the Effective Date and thereafter location where Collateral in excess of $1,000,000 Inventory is stored or located (other than (i) company-owned facilities and (ii) retail stores)as of the Restatement Effective Date or at any time thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date with respect to such location is acquired or leased)location, the Borrower’s Eligible Inventory at that such location shall be subject to such Reserves as may be established by the Administrative AgentAgent in accordance with the terms of the Credit Agreement. After Such Grantor shall provide to the Effective Date, Administrative Agent reasonable (but in no event less than three Business Days’) advance written notice of (i) any arrangement or agreement entered into by such Grantor to lease or mortgage real property or any warehouse space shall or similar location at which Collateral is to be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor stored or converter under arrangements established after the Effective Datelocated, unless and until a satisfactory Collateral Access Agreement shall first have been obtained that would cover such Collateral is in effect with respect to such location and (ii) any arrangement or if it has not been obtainedagreement to ship or otherwise transfer any Collateral to any mortgaged or leased real property, the Borrower’s Eligible Inventory at or to any warehouse, processor or converter facility or other location, in each case unless a Collateral Access Agreement that location would cover such Collateral is in effect with respect to such location, and such Grantor shall be subject to the establishment of Reserves acceptable provide to the Administrative AgentAgent prompt written notice of the termination of any such existing arrangement or agreement with respect to any location at which Collateral is stored or located at the time of such termination. Not later than the last day of the calendar quarter during which any arrangement, agreement or termination referenced in the immediately preceding sentence is established or occurs, the Borrower shall deliver to the Administrative Agent a supplement to Exhibit A, setting forth the information with respect to the locations applicable to any such new arrangement or agreement required therein or indicating the termination of any such arrangement or agreement, as the case may be. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be stored or located.

Collateral Access Agreements. Such Grantor Each Loan Party shall use commercially reasonable efforts to obtain obtain, (a) within ninety (90) days after the Restatement Effective Date, a Collateral Access Agreement, landlord waiver or collateral access agreement from the lessor respective lessors of each leased property, mortgagee the corporate headquarters of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)Borrower Agent, which agreement or letter agreements shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent and (b) within ninety (90) days after the acquisition of, or execution and delivery of a lease with respect to, leased locations acquired after the Restatement Effective Date which at such time constitutes the corporate headquarters of the Borrower Agent, a landlord waiver or collateral access agreement from the respective lessors of such leased locations, which agreements shall be reasonably satisfactory in form and substance to Administrative Agent. With ; provided, that it being understood and agreed that no Loan Party shall be required to take any actions to obtain a landlord waiver or collateral access agreement with respect to a leased location described in clause (b) above unless the applicable Loan Party reasonably believes that such locations landlord waiver or warehouse space leased collateral access agreement is reasonably obtainable without paying any fees to the applicable lessor and without incurring excessive costs and expenses within ninety (90) days of requesting such a landlord waiver or collateral access agreement. It is agreed and understood that the Loan Parties shall have until the date that is ninety (90) days following the Restatement Effective Date (or such later date as may be agreed to by Administrative Agent in its sole discretion) to use commercially reasonable efforts to comply with the provisions of this Section 6.15 with regard to the corporate headquarters of the Borrowers as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Restatement Effective Date, ; provided that in no real property event shall a Default or warehouse space shall be leased by Event of Default occur as a result of not delivering any such Grantor (other than retail stores) and no Inventory shall be shipped collateral access agreement so long as the Loan Parties used commercially reasonable efforts to a processor or converter under arrangements established after obtain the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, same within the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be locatedspecific time frame.

Collateral Access Agreements. Such Grantor Pledgor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 2,000,000 in value is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agentlocated. With respect to such locations or warehouse space leased as of the Fourth Amendment Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Fourth Amendment Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Fourth Amendment Effective Date, either (x) no real property or warehouse space shall be leased by such Grantor (other than retail stores) Pledgor and no Inventory shall be shipped to a processor or converter under arrangements established after the Fourth Amendment Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location location, or (y) if it a satisfactory Collateral Access Agreement has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor Pledgor shall timely and fully pay and perform in all material respects its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative AgentLender. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent Lender has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrowersuch Grantor’s Eligible Inventory at that location shall be excluded from the Borrowing Base subject to such Reserves as may be established by the Administrative AgentLender in its Permitted Discretion. After the Effective Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrowersuch Grantor’s Eligible Inventory at that location shall be excluded from the Borrowing Base subject to the establishment of Reserves acceptable to the Administrative AgentLender in its Permitted Discretion. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Each Grantor shall be required to use commercially reasonable efforts to cause a fully executed Collateral Access Agreement(s) to be delivered to the Agent with respect to, and prior to the time that (or if later, by the Closing Date), any tangible Collateral exceeding in value $100,000 in the aggregate is at any time in the possession or control of any consignee, warehouseman, bailee, processor, or any other third party, or is located at a facility that is a leased location or that is the Loan Parties' primary headquarters location. Without limiting the foregoing, with respect to all such warehouseman, such Grantor shall notify in writing such warehouseman of the Security Interests created hereby, shall use commercially reasonable efforts to obtain a such warehouseman's written agreement to hold all such Collateral Access Agreement, from for the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect Agent's account subject to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that locationAgent's instructions, and shall otherwise be reasonably satisfactory in form cause such warehouseman to issue and substance deliver to the Administrative Agent. With respect Agent warehouse receipts, bills of lading or any similar documents relating to such locations or warehouse space leased as Collateral to the Agent together with an Effective Endorsement and Assignment. Further, each Grantor shall perfect and protect such Grantor's ownership interests in all assets stored with a consignee against creditors of the Effective Date consignee by filing and thereafter where Collateral maintaining financing statements against the consignee reflecting the consignment arrangement filed in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)all appropriate filing offices, if the Administrative Agent has not received a Collateral Access Agreement as providing any written notices required to notify any prior creditors of the Effective Date (or, if later as consignee of the date consignment arrangement, and taking such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves other actions as may be established by appropriate to perfect and protect such Grantor's interests in such assets under the Administrative AgentUniform Commercial Code or otherwise. After the Effective Date, no real property or warehouse space All such financing statements filed pursuant to this Section 4.4 shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after assigned, on the Effective Dateface thereof, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to Agent upon the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located's reasonable request.

Collateral Access Agreements. Such Grantor Each Loan Party shall use commercially reasonable efforts to obtain obtain, (a) within ninety (90) days after the Closing Date, a Collateral Access Agreement, landlord waiver or collateral access agreement from the lessor respective lessors of each of the following leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than properties (i) company-owned facilities the Borrowers’ distribution center located at 00 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx 00000 and (ii) retail storesthe corporate headquarters of any Borrower (excluding, for the avoidance of doubt, the corporate headquarters of the Initial Borrower), which agreement or letter agreements shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With Required Lenders and (b) within ninety (90) days after the acquisition of, or execution and delivery of a lease with respect to such to, leased locations or warehouse space leased as of acquired after the Effective Closing Date and thereafter where any Collateral in excess of $1,000,000 2,500,000 or which otherwise constitute corporate headquarters, a landlord waiver or collateral access agreement from the respective lessors of such leased locations, which agreements shall be reasonably satisfactory in form and substance to the Required Lenders; provided, that it being understood and agreed that no Loan Party shall be required to take any actions to obtain a landlord waiver or collateral access agreement with respect to a leased location described in clause (b) above unless the applicable Loan Party reasonably believes that such landlord waiver or collateral access agreement is stored reasonably obtainable without paying any fees to the applicable lessor and without incurring excessive costs and expenses within ninety (90) days of requesting such a landlord waiver or located collateral access agreement. It is agreed and understood that the Loan Parties shall have until the date that is ninety (other than 90) days following the Closing Date (ior such later date as may be agreed to by Senior Lender Agent in its sole discretion) company-owned facilities to use commercially reasonable efforts to comply with the provisions of this Section 6.15 with regard to the distribution center specified in clause (a) above and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement corporate headquarters of the Borrowers as of the Effective Date (or, if later Closing Date; provided that in no event shall a Default or Event of Default occur as a result of not delivering any such collateral access agreement so long as the date such location is acquired or leased), Loan Parties used commercially reasonable efforts to obtain the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by same within the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be locatedspecific time frame.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased propertyproperty (other than a retail store location), mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified other than a retail store location or the Trenton, South Carolina facility so long as such facility shall have been closed on Exhibit B heretoor before August 31, 2015 (or as such time may be extended by the Administrative Agent in its sole discretion in writing), ) where Collateral with a value in excess of $1,000,000 2,500,000 individually or $5,000,000 in the aggregate is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agentlocated. With respect to such locations (other than a retail store location) or warehouse space leased as of the Effective Closing Date and thereafter where thereafter, at which Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)located, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Borrowers’ Eligible Inventory at that location shall be excluded from the Borrowing Base or subject to such Reserves as may be established by the Administrative Agent. After the Effective Closing Date, no real property (other than a retail store location) or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to any such location where Collateral is stored or located with a value in excess of $2,500,000 individually or $5,000,000 in the aggregate and if it has not been obtained, the Borrower’s Borrowers’ Eligible Inventory at that location shall be excluded from the Borrowing Base or subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its material obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 Inventory is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided that (i) such Grantor shall not be required to seek to obtain a Collateral Access Agreement with respect to any location where Inventory is held by a bailee or on consignment at which the value of the Inventory stored or located is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all locations where Inventory is held by a bailee or on consignment and (ii) Grantor shall not be required to seek to obtain a Collateral Access Agreement with respect to locations which are real property leased by such Grantor where the aggregate value of the Inventory of such Grantor at such location is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all leased real properties is located. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Grantors’ Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral Inventory is or may be located.

Collateral Access Agreements. Such Unless otherwise agreed to by the Administrative Agent in its Permitted Discretion, such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the each Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its material obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent, provided that the Grantors shall not be required to use such commercially reasonable efforts with respect to Retail Stores unless requested to do so by the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After If, after the Effective Closing Date, no any real property or warehouse space shall be leased by such Grantor (other than retail stores) and no or any Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless such Grantor shall (i) comply with the requirements of Section 4.13, and until (ii) use commercially reasonable efforts to obtain a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it such Collateral Access Agreement has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, Agreement from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 100,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)as of the Effective Date, which agreement or letter Collateral Access Agreement shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to any such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)location, if the Administrative Agent has not received a Collateral Access Agreement as of by the thirtieth day after the Effective Date (or, if later as of the date such location is acquired or leased)Date, the Borrower’s Borrowers’ otherwise Eligible Inventory at that location shall be subject to such Reserves as may be excluded from the Borrowing Base unless an adequate Reserve has been established by the Administrative AgentAgent (provided that any rent Reserve in effect immediately prior to the Effective Date under the Existing Credit Agreement shall remain in effect during such thirty day period). After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until (i) with respect to leased locations where 25% or more of the Loan Parties’ Inventory is located, the applicable Grantor shall have complied with Section 5.13(d)(ii) of the Credit Agreement or (ii) with respect to any other location, the Loan Parties shall have used commercially reasonable efforts to obtain a satisfactory Collateral Access Agreement shall first have with respect to such location; provided, that (x) if a Collateral Access Agreement has not been obtained with respect to such any location or if it has not been obtaineddescribed in clause (ii), the Borrower’s Borrowers’ otherwise Eligible Inventory at that any such location shall be subject to excluded from the establishment of Reserves Borrowing Base unless a Reserve acceptable to the Administrative AgentAgent has been established. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse or other location where any Collateral is or may be located.located subject, however, to such Grantor’s right to contest the validity or amount of such obligations in accordance with Section 5.04 of the Credit Agreement

Collateral Access Agreements. Such Grantor Each Loan Party shall use commercially reasonable efforts to obtain obtain, (a) within ninety (90) days after the Closing Date, a Collateral Access Agreement, landlord waiver or collateral access agreement from the lessor respective lessors of each of the following leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than properties (i) company-owned facilities and the Borrowers’ distribution center located at 45 Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxxxx 00000 xnd (ii) retail storesthe corporate headquarters of any Borrower (excluding, for the avoidance of doubt, the corporate headquarters of the Initial Borrower), which agreement or letter agreements shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent and (b) within ninety (90) days after the Administrative Agent. With acquisition of, or execution and delivery of a lease with respect to such to, leased locations or warehouse space leased as of acquired after the Effective Closing Date and thereafter where any Collateral in excess of $1,000,000 2,500,000 or which otherwise constitute corporate headquarters, a landlord waiver or collateral access agreement from the respective lessors of such leased locations, which agreements shall be reasonably satisfactory in form and substance to Administrative Agent; provided, that it being understood and agreed that no Loan Party shall be required to take any actions to obtain a landlord waiver or collateral access agreement with respect to a leased location described in clause (b) above unless the applicable Loan Party reasonably believes that such landlord waiver or collateral access agreement is stored reasonably obtainable without paying any fees to the applicable lessor and without incurring excessive costs and expenses within ninety (90) days of requesting such a landlord waiver or located collateral access agreement. It is agreed and understood that the Loan Parties shall have until the date that is ninety (other than 90) days following the Closing Date (i) company-owned facilities and (ii) retail stores), if the or such later date as may be agreed to by Administrative Agent has not received a Collateral Access Agreement in its sole discretion) to use commercially reasonable efforts to comply with the provisions of this Section 6.15 with regard to the distribution center specified in clause (a) above and the corporate headquarters of the Borrowers as of the Effective Date (or, if later Closing Date; provided that in no event shall a Default or Event of Default occur as a result of not delivering any such collateral access agreement so long as the date such location is acquired or leased), Loan Parties used commercially reasonable efforts to obtain the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by same within the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be locatedspecific time frame.

Collateral Access Agreements. Such Subject to Section 5.13(d) of the Credit Agreement, such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Restatement Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Restatement Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be excluded from the Borrowing Base or subject to such Reserves as may be established by the Administrative Agent, in its Permitted Discretion. After the Effective Restatement Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Restatement Date, unless and until a satisfactory Collateral Access Agreement reasonably satisfactory to the Administrative Agent shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Eligible Inventory at that location shall shall, in the Administrative Agent’s Permitted Discretion, either be excluded from the Borrowing Base or made subject to the establishment of Reserves acceptable to determined by the Administrative AgentAgent in its Permitted Discretion. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Following the Effective Date, either: (a) such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral is stored or located to the extent that (i) the value of Collateral stored or located at any such individual location is in excess of $1,000,000 is or (ii) the aggregate value of Collateral stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)all such locations is in excess of $2,000,000, in each case, whether on the Effective Date or thereafter, which agreement or letter Collateral Access Agreement shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With ; or (b) with respect to such locations or warehouse space leased as of the Effective Date for which such Grantor is required to obtain and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if deliver to the Administrative Agent has not received a Collateral Access Agreement pursuant to clauses (h) and (i) in the definition of Eligible Inventory as of the Effective Date (or, if later later, as of the date such location is acquired or leased), but has not done so, such Grantor (or the Borrower’s Borrower Representative on behalf of such Grantor) shall promptly deliver a written notification to the Administrative Agent specifying that it has not obtained such Collateral Access Agreement and the Eligible Inventory at that location shall be subject to such Rent Reserves as may be established by the Administrative Agent. After Agent may establish in accordance with the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative AgentCredit Agreement. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral included in the Borrowing Base and having a value in excess of $1,000,000 250,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Borrowers’ Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative AgentAgent in its Permitted Discretion. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Borrowers’ Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative AgentAgent in its Permitted Discretion. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral Collateral, included in the Borrowing Base with value in excess of $250,000, is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased propertyproperty (other than a retail store location), mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), other than a retail store location) where Collateral with a value in excess of $1,000,000 2,500,000 individually or $5,000,000 in the aggregate is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agentlocated. With respect to such locations (other than a retail store location) or warehouse space leased as of the Effective Closing Date and thereafter where thereafter, at which Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)located, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s U.S. Borrowers’ Eligible Inventory at that location shall be excluded from the Borrowing Base or subject to such Reserves as may be established by the Administrative Agent. After the Effective Closing Date, no real property (other than a retail store location) or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to any such location where Collateral is stored or located with a value in excess of $2,500,000 individually or $5,000,000 in the aggregate and if it has not been obtained, the Borrower’s U.S. Borrowers’ Eligible Inventory at that location shall be excluded from the Borrowing Base or subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its material obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor Quiksilver shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the US Administrative Agent or the Canadian Administrative Agent, as applicable. With respect to such locations or warehouse space leased or owned as of the Effective Original Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the such Administrative Agent has not received a Collateral Access Agreement as of the Effective Original Closing Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Loan Parties' Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Original Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Original Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Loan Parties' Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor Quiksilver shall, and shall cause each Loan Party to, timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located. Notwithstanding the foregoing or anything set forth in Article VII to the contrary, the sole remedy for failure to comply with the first and third sentences of this Section 5.9 shall be the establishment of Reserves acceptable to the applicable Administrative Agent with respect to any affected Collateral.

Collateral Access Agreements. Such The Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, Agreement from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative AgentLender. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent Lender has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the BorrowerGrantor’s Eligible Inventory at that location shall be excluded from the Borrowing Base or subject to such Reserves as may be established by the Administrative AgentLender pursuant to the Credit Agreement. After the Effective Closing Date, no real property or warehouse space shall be leased by such the Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the BorrowerGrantor’s Eligible Inventory at that location shall be excluded from the Borrowing Base subject to the establishment of Reserves acceptable to the Administrative AgentLender pursuant to the Credit Agreement. Such The Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Unless otherwise agreed to by the Administrative Agent in its Permitted Discretion, the Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the BorrowerGrantor’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Closing Date, no real property or warehouse space shall be leased by such the Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such The Grantor shall timely and fully pay and perform its material obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Each Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time located, within forty-five (other than (i45) company-owned facilities and (ii) retail stores)days of the Third Restatement Date, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Third Restatement Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of forty-five (45) days of the Effective Third Restatement Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as a Reserve may be established by in accordance with clause (h) of the Administrative Agentdefinition of “Eligible Inventory” set forth in the Third Restated Credit Agreement. After the Effective Third Restatement Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) the Grantors and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Third Restatement Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Borrowers’ Eligible Inventory at that location shall be subject to excluded from the establishment of Reserves acceptable to the Administrative AgentBorrowing Base. Such Each Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor (a) The Senior Agent and the Collateral Agent hereby acknowledge and agree that any collateral access agreement, landlord waiver or other similar agreement (any such access agreement, waiver or other agreement, a “Collateral Access Agreement”) by and among the Senior Agent, the Collateral Agent, Parent, any Borrower, any Guarantor and any landlord or warehouse operator where any Collateral is stored or located or any other bailee, consignee or other similar Person in possession of any Collateral (any such bailee, consignee or other Person, a “Bailee”), shall be for the benefit of both (x) the Senior Agent and the Senior Lenders, and (y) the Collateral Agent, the Trustee and the Noteholders. Unless and until the Discharge of First Priority Credit Agreement Secured Obligations has occurred, the Senior Agent (as agent for both the holders of the Credit Agreement Secured Obligations and the holders of the Indenture Secured Obligations) shall have the sole and exclusive right to contact, provide instructions, and deliver notices to, all landlords, warehouse operators and Bailees, to exercise rights under Collateral Access Agreements, and to take possession of any Collateral in the possession of any landlord, warehouse operator or Bailee. Following the Discharge of First Priority Credit Agreement Secured Obligations, at the request of the Collateral Agent, the Senior Agent shall (i) assign to the Collateral Agent all rights of the Senior Agent under all Collateral Access Agreements and (ii) use commercially reasonable efforts to obtain a notify all landlords, warehouse operators and Bailees that the Senior Agent has assigned its rights to the Collateral Access AgreementAgent and that such landlords, from warehouse operators and Bailees shall follow all notices and instructions provided by the lessor of each leased property, mortgagee of owned property or bailee or consignee Collateral Agent with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where and all Collateral in excess their possession (a “Notice of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail storesAssignment”), which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor Quiksilver shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased or owned as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Closing Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Loan Parties' Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Loan Parties' Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor Quiksilver shall, and shall cause each Loan Party to, timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located. Notwithstanding the foregoing or anything set forth in Article VII to the contrary, the sole remedy for failure to comply with the first and third sentences of this Section 5.9 shall be the establishment of Reserves acceptable to the Agent with respect to any affected Collateral.

Collateral Access Agreements. Such Grantor shall use commercially reasonable its best efforts to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Collateral Agent. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Collateral Agent has not received a Collateral Access Agreement as of the Effective Date Time (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Borrowers’ Inventory at that location shall be subject deemed to be ineligible and shall be excluded from the Borrowing Base until such Reserves as may be established by the Administrative Agenttime that a Collateral Access Agreement is obtained. After the Effective Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Eligible Borrowers’ Inventory at that location shall be subject deemed to be ineligible and shall be excluded from the establishment of Reserves acceptable to the Administrative AgentBorrowing Base until such time that a Collateral Access Agreement is obtained. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts to obtain obtain, within 120 days following the Closing Date, a Collateral Access Agreement, from (x) the lessor of each leased property, mortgagee of owned property or and (y) from any bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (location, in each of which is identified on Exhibit B hereto), case where Collateral inventory having a fair market value in excess of $1,000,000 500,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)or where machinery or equipment having a fair market value in excess of $500,000 is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location (unless the fair market value of the inventory at such location, or the fair market value of the machinery and equipment at such location, is less than $500,000). Notwithstanding the foregoing, if it a Collateral Access Agreement has not been obtainedobtained with respect to any location where inventory is stored or located, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be located.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts for a period not to exceed 90 days to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), other than any worksite or customer location) where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Effective Closing Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores)thereafter, if the Administrative Agent has not received a Collateral Access Agreement as of the Effective Date (or, if later later, as of the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative AgentAgent in accordance with the terms of the Credit Agreement. After the Effective Closing Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Closing Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or and if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to in accordance with the Administrative Agentterms of the Credit Agreement. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements (subject to any grace periods therein) with respect to each leased location or third party warehouse where any Collateral with a value exceeding $250,000 is or may be located.

Collateral Access Agreements. Such Grantor Each Loan Party shall use commercially reasonable efforts to obtain obtain, (a) within ninety (90) days after the Closing Date, a Collateral Access Agreement, landlord waiver or collateral access agreement from the lessor respective lessors of each leased property, mortgagee the corporate headquarters of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)Borrower Agent, which agreement or letter agreements shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent and (b) within ninety (90) days after the acquisition of, or execution and delivery of a lease with respect to, leased locations acquired after the Closing Date which at such time constitutes the corporate headquarters of the Borrower Agent, a landlord waiver or collateral access agreement from the respective lessors of such leased locations, which agreements shall be reasonably satisfactory in form and substance to Administrative Agent. With ; provided, that it being understood and agreed that no Loan Party shall be required to take any actions to obtain a landlord waiver or collateral access agreement with respect to a leased location described in clause (b) above unless the applicable Loan Party reasonably believes that such locations landlord waiver or warehouse space leased collateral access agreement is reasonably obtainable without paying any fees to the applicable lessor and without incurring excessive costs and expenses within ninety (90) days of requesting such a landlord waiver or collateral access agreement. It is agreed and understood that the Loan Parties shall have until the date that is ninety (90) days following the Closing Date (or such later date as may be agreed to by Administrative Agent in its sole discretion) to use commercially reasonable efforts to comply with the provisions of this Section 6.15 with regard to the corporate headquarters of the Borrowers as of the Effective Date and thereafter where Collateral Closing Date; provided that in excess no event shall a Default or Event of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if Default occur as a result of not delivering any such collateral access agreement so long as the Administrative Agent has not received a Collateral Access Agreement as of Loan Parties used commercially reasonable efforts to obtain the Effective Date (or, if later as of same within the date such location is acquired or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no real property or warehouse space shall be leased by such Grantor (other than retail stores) and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory Collateral Access Agreement shall first have been obtained with respect to such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral is or may be locatedspecific time frame.

Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts after the Effective Date to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to the operator of any warehouse, processor or converter facility or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 Inventory is stored or located at any given time (other than (i) company-owned facilities and (ii) retail stores)located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect ; provided that such Grantor shall not be required to such locations or warehouse space leased as of the Effective Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than (i) company-owned facilities and (ii) retail stores), if the Administrative Agent has not received seek to obtain a Collateral Access Agreement with respect to any location (i) subject to a Collateral Access Agreement (as defined in the Existing Credit Agreement or the 2009 Credit Agreement) pursuant to the Prior Security Agreement (or the pledge and security agreement delivered in connection with the 2009 Credit Agreement) or for which such Grantor used commercially reasonable efforts to obtain a Collateral Access Agreement pursuant to the Prior Security Agreement (or the pledge and security agreement delivered in connection with the 2009 Credit Agreement), (ii) where Inventory is held by a bailee or on consignment at which the value of the Effective Date (or, if later Inventory stored or located is less than $5,000,000 so long as the aggregate amount of the date Inventory of all Grantors at such location locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all locations where Inventory is acquired held by a bailee or leased), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. After the Effective Date, no on consignment and (iii) which is real property or warehouse space shall be leased by such Grantor (other where the aggregate value of the Inventory of such Grantor at such location is less than retail stores) and no $5,000,000 so long as the aggregate amount of the Inventory shall be shipped of all Grantors at such locations for which the Grantors do not seek to a processor or converter under arrangements established after the Effective Date, unless and until a satisfactory obtain Collateral Access Agreement shall first Agreements does not exceed 80% of the Inventory of the Grantors at all leased real properties is located. Except as could not reasonably be expected to have been obtained with respect to a Material Adverse Effect, such location or if it has not been obtained, the Borrower’s Eligible Inventory at that location shall be subject to the establishment of Reserves acceptable to the Administrative Agent. Such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Collateral Inventory is or may be located.