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 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 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 (a) For any location leased by a Grantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement, from or where any Inventory of such Grantor is in the lessor of each leased property, mortgagee of owned property possession or bailee or consignee with respect to the operator control of any warehouse, processor Person other than a Grantor or converter facility or other location (each any of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored or located at any given time its Subsidiaries (other than (i) company-owned facilities and (ii) retail storesa Compressor Location), which agreement or letter such Grantor shall provide access rights, contain a waiver or subordination obtain Collateral Access Agreements in accordance with Section 6.15 of all Liens or claims the Credit Agreement; provided 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 extent a Collateral Access Agreement as has not been provided for such location in the timeframes provided in the Credit Agreement, a Rent Reserve for rent, charges and other amounts due or to become due with respect to such location may, subject to the terms of the Effective Date (orCredit Agreement, 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 AgentAgent in its Permitted Discretion. 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. (b) For each Compressor Location, such Grantor (i) shall not prepare, draft, amend, supplement or modify any gas compression agreement for any Compressor Unit in a manner that adversely affects the rights and security interests of the Administrative Agent hereunder, and (ii) with respect to any gas compression agreement entered into by such Grantor after the Closing Date for any Compressor Location, such Grantor shall use commercially reasonable efforts to include the following provision or a similar provision reasonably acceptable to the Administrative Agent in each such gas compression agreement: “Customer shall provide Natural Gas Services Group, Inc., a Colorado corporation (“Company”), and its officers, representatives, agents and lenders with access to the site at all times while Company’s Equipment is present on Customer’s locations; provided that, any party not an officer, representative or agent of Company shall (i) not enter the site without the prior consent of Customer, which consent shall not be unreasonably withheld; (ii) adhere to the safety requirements of Customer and Company; and (iii) be accompanied by an officer, representative or agent of Company at all times.” Notwithstanding the foregoing, the refusal of any third party to a gas compression agreement to accept such provision shall not be a Default or Event of Default after the exercise of commercially reasonable efforts thereof.

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 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 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 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 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 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 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 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 notify all landlords, warehouse operators and Bailees that the Senior Agent has assigned its rights to the Collateral Agent and that such landlords, warehouse operators and Bailees shall follow all notices and instructions provided by the Collateral Agent with respect to any and all Collateral in their possession (a “Notice of Assignment”). (b) Following the Discharge of First Priority Credit Agreement Secured Obligations and until such time as the Collateral Agent shall have either (i) received an acknowledgement from the landlords, warehouse operators and Bailees party to Collateral Access AgreementAgreements of receipt of a Notice of Assignment or (ii) entered into new Collateral Access Agreements with all applicable landlords, from warehouse operators and Bailees, the lessor of each leased propertySenior Agent agrees to continue to act as the agent for the Collateral Agent, mortgagee of owned property or bailee or consignee the Trustee and the Noteholders, and to follow all instructions provided to the Senior Agent by the Collateral Agent with respect to the operator Collateral in the possession of landlords, warehouse operators and Bailees; provided that, the Senior Agent shall not be obligated to take any action that is, in its reasonable opinion, contrary to any applicable law, rule or regulation, the terms of this Agreement or the terms of any warehouseLoan Document. Following the Discharge of First Priority Credit Agreement Secured Obligations, processor the Collateral Agent (to the extent that the Collateral Agent, in turn, is entitled to enforce a right of reimbursement or converter facility indemnification against the Parent, Borrower or other location (each Guarantors pursuant to any of which is identified on Exhibit B heretothe Indenture Agreements), where Collateral in excess for and on behalf of $1,000,000 is stored or located at any given time (other than (i) company-owned facilities itself, the Trustee and (ii) retail stores)the Noteholders, which agreement or letter shall provide access rightsagrees to indemnify Senior Agent and its officers, contain a waiver or subordination of directors, agents and employees for and against all Liens or claims that the landlordclaims, mortgagee, bailee or consignee may assert against the Collateral at that locationliabilities, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as expenses arising out 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 any action taken by Senior 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 Collateral in the possession of a landlord, warehouse operator or if it has not been obtainedBailee at the request or in accordance with the instructions of the Collateral Agent, the Borrower’s Eligible Inventory at that location shall be subject except to the establishment extent the claims, liabilities, or expenses are determined by a court of Reserves acceptable competent jurisdiction in a final judgment to have resulted from the Administrative Agent. Such Grantor shall timely and fully pay and perform gross negligence or willful misconduct of the Senior Agent or its obligations under all leases and other agreements with respect to each leased location officers, directors, agents or third party warehouse where any Collateral is or may be locatedemployees.

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 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 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 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 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.

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 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 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 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 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 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 (a) 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 Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than ; provided however, (i) company-owned facilities with respect to any location leased by the Grantor, so long as the aggregate amount of tangible Collateral located at such leased location has a book value of less than $50,000 at all times, then the Grantor shall have no obligation to deliver a Collateral Access Agreement for such leased location, and (ii) retail stores)with respect to any processor facility at which Collateral is held, if so long as the Administrative Agent aggregate amount of tangible Collateral held by at such processor facility has not received a book value of less than $125,000 at all times, then the Grantor shall have no obligation to deliver a Collateral Access Agreement as of the Effective Date for such processor facility (oreach such location, if later as of the date such location is acquired or leasedan “Excluded Location”), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. . (b) 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 (unless such location shall be subject to the establishment of Reserves acceptable to the Administrative Agentwould constitute an Excluded Location). 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 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 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) pursuant to the Prior Security Agreement or for which such Grantor used commercially reasonable efforts to obtain a Collateral Access Agreement pursuant to the Prior Security 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.

Collateral Access Agreements. Such Grantor In the case of a leasehold interest of any Note Party in real property that is located in the U.S. and on which Collateral in excess of $500,000 (or, after the Combination Closing Date, $5,000,000) is stored or otherwise located, the Issuer shall use commercially reasonable efforts to obtain a Collateral Access AgreementAgreements within 60 days after the Fifth Amendment Effective Date or after such interest if acquired30 days (or, from after the lessor of each leased propertyCombination Closing Date, mortgagee of owned property 60 days) thereafter (or bailee or consignee with respect to such longer period as the operator of Authorized Representative may agree in its sole discretion). So long as any warehouse, processor or converter facility Purchaser shall have any Note or other location (each of which is identified on Exhibit B hereto), where Collateral in excess of $1,000,000 is stored Obligation hereunder that shall remain unpaid or located at any given time unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), each Note Party shall not, nor shall it permit any Subsidiary to, directly or indirectly: Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: Liens pursuant to any Note Document; Liens existing on the date hereof and listed on Schedule 8.01; Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided, that, such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, the payment or provision of compensation or benefits and other social security legislation, other than any Lien imposed by ERISA; deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, indemnity and performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, encroachments, rights-of-way, covenants and restrictions and other similar encumbrances affecting real property which are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person conducted thereon; Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h); Liens securing Indebtedness permitted under Section 8.03(e); provided, that: (i) company-owned facilities and such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) retail storesthe Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof; licenses, sublicenses, leases or subleases (other than any exclusive license or sublicense relating to intellectual property) granted to others in the ordinary course of business not interfering in any material respect with the business of any Note Party or any of its Subsidiaries; any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; normal and customary bankers’ liens and rights of setoff upon deposits of cash in favor of banks or other depository institutions; Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; Liens of sellers of goods to the Issuer and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; non-exclusive licenses of over-the-counter software that is commercially available to the public and other non-exclusive licenses granted in the ordinary course of business by a Note Party or Subsidiary; deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business; Subject to Section 12.24 and so long as an Enhanced Protection Event has not occurred, Liens solely on accounts receivable, inventory, cash and any deposit account established and maintained with the lender under a Working Capital Facility to hold such cash and all proceeds of the foregoing (other than proceeds of (i) the Notes, (ii) Intellectual Property, and (iii) Collateral that does not secure such Working Capital Facility) (the “Working Capital Priority Collateral”) securing the Indebtedness under any Working Capital Facility permitted by Section 8.03(g), which agreement or letter shall provide access rights, contain a waiver or subordination Liens may rank higher in lien priority to the Liens of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at Agent on the Working Capital Priority Collateral securing the Obligations of the Secured Parties; provided, that location, such Indebtedness is subject to a customary intercreditor and shall otherwise be reasonably satisfactory lien subordination agreement (a “WC Intercreditor Agreement”) in form and substance reasonably satisfactory to the Administrative Agent. With respect Authorized Representative and the Collateral Agent with the applicable financial institution providing such Working Capital Facility (“Working Capital Facility Lender”) pursuant to such locations or warehouse space leased as which (A) the security interest in the Working Capital Priority Collateral securing the Working Capital Facilities are senior and prior to the security interest of the Effective Date and thereafter where Collateral Agent in excess the Working Capital Priority Collateral securing the Obligations, (B) the Collateral Agent, on behalf of $1,000,000 is stored or located (other than (i) company-owned facilities the Secured Parties, shall retain a second priority security interest in such Working Capital Priority Collateral, and (iiC) retail stores)the Collateral Agent, if the Administrative Agent has not received a Collateral Access Agreement as on behalf of the Effective Date (orSecured Parties, if later as shall maintain its first priority security interest in all other Collateral of the date Note Parties; and Liens in respect of the FP Notes; provided that 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 Liens are 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 locatedFirst Lien Intercreditor Agreement.

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 (a) 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 Date and thereafter where Collateral in excess of $1,000,000 is stored or located (other than ; provided however, (i) company-owned facilities with respect to any location leased by the Grantor, so long as the aggregate amount of tangible Collateral located at such leased location has a book value of less than $50,000 at all times, then the Grantor shall have no obligation to deliver a Collateral Access Agreement for such leased location, and (ii) retail stores)with respect to any processor facility at which Collateral is held, if so long as the Administrative Agent aggregate amount of tangible Collateral held by at such processor facility has not received a book value of less than $125,000 at all times, then the Grantor shall have no obligation to deliver a Collateral Access Agreement as of the Effective Date for such processor facility (oreach such location, if later as of the date such location is acquired or leasedan “Excluded Location”), the Borrower’s Eligible Inventory at that location shall be subject to such Reserves as may be established by the Administrative Agent. . (b) 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 (unless such location shall be subject to the establishment of Reserves acceptable to the Administrative Agentwould constitute an Excluded Location). 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 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.