Blue, Inc., relating to consigned goods for such
Grantors' 2010 Spring season) on terms substantially similar to those set forth
in the Grantors' standard form of consignment agreement as in effect on or about
the Closing Date, a copy of which has been provided to the Administrative Agent.
11
ARTICLE IV
COVENANTS
SECTION 4.01
CHANGE OF NAME; LOCATION OF COLLATERAL; RECORDS; PLACE OF
BUSINESS.
(A)
EACH GRANTOR AGREES TO FURNISH TO THE ADMINISTRATIVE AGENT
(I) PROMPT WRITTEN NOTICE OF ANY CHANGE IN (A) ANY GRANTOR'S TRADE NAME OR
BUSINESS NAME USED TO IDENTIFY IT IN THE CONDUCT OF ITS BUSINESS OR IN THE
OWNERSHIP OF ITS PROPERTIES, (B) ANY OFFICE IN WHICH IT MAINTAINS BOOKS OR
RECORDS RELATING TO COLLATERAL OWNED BY IT AND HAVING A VALUE IN EXCESS OF
$1,000,000 OR ANY OFFICE OR FACILITY AT WHICH COLLATERAL OWNED BY IT AND HAVING
A VALUE IN EXCESS OF $1,000,000 IS LOCATED (INCLUDING THE ESTABLISHMENT OF ANY
SUCH NEW OFFICE OR FACILITY) OTHER THAN, IN EACH CASE, (I) RETAIL STORE
LOCATIONS OR (II) EQUIPMENT AND INVENTORY (1) OUT FOR REPAIR OR REPLACEMENT IN
THE ORDINARY COURSE OF BUSINESS, (2) BEING SHIPPED, OR IN TRANSIT, FROM A
SUPPLIER OR TO A CUSTOMER OR BETWEEN SUPPLIERS IN THE ORDINARY COURSE OF
BUSINESS OR (3) IN THE POSSESSION OF SUPPLIERS, SUBCONTRACTORS AND LICENSEES IN
THE ORDINARY COURSE OF BUSINESS, OR (C) THE ACQUISITION BY ANY GRANTOR OF ANY
PROPERTY FOR WHICH ADDITIONAL FILINGS OR RECORDINGS ARE NECESSARY TO PERFECT AND
MAINTAIN THE ADMINISTRATIVE AGENT'S SECURITY INTEREST THEREIN, AND (II) PRIOR
WRITTEN NOTICE OF ANY CHANGE IN (A) ANY GRANTOR'S CORPORATE OR PARTNERSHIP NAME
OR THE LOCATION OF ANY GRANTOR'S CHIEF EXECUTIVE OFFICE OR ITS PRINCIPAL PLACE
OF BUSINESS, (B) ANY GRANTOR'S IDENTITY OR CORPORATE OR PARTNERSHIP STRUCTURE OR
(C) ANY GRANTOR'S JURISDICTION OF INCORPORATION, AMALGAMATION OR FORMATION;
PROVIDED HOWEVER, THAT IF ANY OF THE OCCURRENCES REFERRED TO IN CLAUSES (I) AND
(II) SHALL OCCUR WITH RESPECT TO ZALE CANADA OR ANY OF ITS ASSETS, ZALE CANADA
SHALL FURNISH TO THE ADMINISTRATIVE AGENT WITH 30 DAYS PRIOR WRITTEN NOTICE
THEREOF.
EACH GRANTOR ALSO AGREES PROMPTLY TO NOTIFY THE ADMINISTRATIVE AGENT
IF ANY MATERIAL PORTION OF THE COLLATERAL IS DAMAGED, DESTROYED OR LOST, STOLEN
OR OTHERWISE UNACCOUNTED FOR.
EACH OF THE GRANTORS ACKNOWLEDGES AND AGREES
THAT, EXCEPT AS DISCLOSED ON THE PERFECTION CERTIFICATE, SUCH GRANTOR DOES NOT
CURRENTLY, NOR WILL IT IN THE FUTURE, HAVE ANY ASSETS THAT CONSTITUTE COLLATERAL
LOCATED IN THE UNITED STATES.
(B)
EACH GRANTOR AGREES TO MAINTAIN, OR CAUSE TO BE MAINTAINED, AT ITS
OWN COST AND EXPENSE, SUCH COMPLETE AND ACCURATE RECORDS WITH RESPECT TO THE
COLLATERAL OWNED BY IT AS IS CONSISTENT WITH ITS CURRENT PRACTICES, BUT IN ANY
EVENT TO INCLUDE COMPLETE ACCOUNTING RECORDS INDICATING ALL PAYMENTS AND
PROCEEDS RECEIVED WITH RESPECT TO ANY PART OF THE COLLATERAL.
(C)
EACH GRANTOR AGREES THAT, TO THE EXTENT IT ACQUIRES ANY ADDITIONAL
LEASED WAREHOUSES OR DISTRIBUTION CENTERS AFTER THE CLOSING DATE, THE GRANTORS
SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH