ADOPTED BY
SUCH BORROWER APPROVING OR CONSENTING TO SUCH INCREASE, AND (II) CERTIFYING
THAT, BEFORE AND AFTER GIVING EFFECT TO SUCH INCREASE, (A) THE REPRESENTATIONS
AND WARRANTIES MADE BY SUCH BORROWER IN ARTICLE III AND THE OTHER LOAN DOCUMENTS
ARE TRUE AND CORRECT ON AND AS OF THE REVOLVING CREDIT INCREASE EFFECTIVE DATE,
OTHER THAN REPRESENTATIONS AND WARRANTIES THAT RELATE SOLELY TO AN EARLIER DATE
(IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE) AND EXCEPT FOR
CHANGES THERETO WHICH ARE NOT PROHIBITED BY THE OTHER TERMS OF THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION 2.29, THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SUBSECTIONS (A) OF SECTION 3.4 SHALL
BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO CLAUSE
(A) OF SECTION 5.1, AND (B) NO DEFAULT EXISTS.
THE BORROWERS SHALL PREPAY ANY
REVOLVING LOANS OUTSTANDING ON THE REVOLVING CREDIT INCREASE EFFECTIVE DATE (AND
PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 2.19(B)) TO THE EXTENT
NECESSARY TO KEEP THE OUTSTANDING REVOLVING LOANS RATABLE WITH ANY REVISED
COMMITMENT PERCENTAGES ARISING FROM ANY NONRATABLE INCREASE IN THE COMMITMENTS
UNDER THIS SECTION.
IN ADDITION, THE BORROWERS SHALL PAY SUCH FEES AND OTHER
COMPENSATION AS THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH SUCH LENDER MAY
AGREE.
SECTION 2.30
Canadian Loan Parties.
Following the Maturity Date,
Zale may, upon not less than 30 days' notice to the Administrative Agent and the
Co-Borrowing Base Agents (or such shorter period as may be agreed by the
Administrative Agent and the Co-Borrowing Base Agents in their sole discretion),
request that the Administrative Agent and the Co-Borrowing Base Agents consent
(in their sole discretion) to the termination of each Canadian Loan Party's
status as a Facility Guarantor and a Loan Party hereunder, provided that, any
such consent (if given) shall be conditioned upon, among other terms, the
satisfaction of the following: (a) all Letters of Credit issued for the account
of each Canadian Loan Party shall have expired or terminated (or been
collateralized in a manner satisfactory to the Issuing Banks) and all Letter of
Credit Outstandings with respect to all Letters of Credit issued for the account
of the Canadian Loan Parties have been reduced to zero (or collateralized in a
manner satisfactory to the Issuing Banks), as of the effective date of such
termination (unless such Obligations have been assumed by a Borrower upon terms
satisfactory to the Administrative Agent), (b) after giving effect to such
termination and to the release of the Liens held by the Collateral Agent in the
assets of the Canadian Loan Parties and the removal of all assets of the
Canadian Loan Parties from the Borrowing Base and all component definitions
thereof, Excess Availability shall not be less than $100,000,000 and (c) the
Term Loan has been paid in full and all Liens on, and security interests in, the
assets of the Canadian Loan Parties to secure the Term Loan have been terminated
and released to the