BUSINESS;
(M)
LOANS OR ADVANCES TO EMPLOYEES, OFFICERS OR DIRECTORS FOR THE
PURPOSE OF TRAVEL, ENTERTAINMENT OR RELOCATION IN THE ORDINARY COURSE OF
BUSINESS NOT TO EXCEED $2,000,000 IN THE AGGREGATE AT ANY TIME OUTSTANDING;
(N)
ACQUISITIONS OF ASSETS OR STOCK (OTHER THAN THE STOCK OF ANY OF
THE LOAN PARTIES) SO LONG AS (I) SUCH ASSETS OR STOCK ACQUIRED ARE RELATED TO
THE BUSINESS OF ONE OF THE LOAN PARTIES OR THEIR SUBSIDIARIES, (II) THE PAYMENT
CONDITIONS ARE SATISFIED AT THE TIME OF AND AFTER GIVING EFFECT
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TO SUCH ACQUISITION, AND (III) WITH RESPECT TO ANY SUCH ACQUISITIONS OF STOCK,
SIMULTANEOUSLY WITH THE OCCURRENCE OF SUCH ACQUISITION, THE ENTITY SO ACQUIRED
SHALL IF IT OWNS INVENTORY (A) BE MERGED, AMALGAMATED OR CONSOLIDATED WITH AND
INTO ONE OF THE LOAN PARTIES, (B) TRANSFER ALL OF ITS ASSETS (OTHER THAN THOSE
REQUIRED TO SATISFY LIABILITIES) TO THE LOAN PARTIES, OR (C) BECOME A LOAN PARTY
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS IN ACCORDANCE WITH
SECTION 5.13 HEREOF;
(O)
ACQUISITIONS OF ZALE STOCK PERMITTED BY SECTION 6.4(J) OR
REPURCHASES OF ZALE STOCK OTHERWISE PERMITTED BY SECTION 6.6;
(P)
GUARANTEES OF OBLIGATIONS OF A SUBSIDIARY OTHER THAN ANY CANADIAN
LOAN PARTY IN AN AMOUNT NOT TO EXCEED $10,000,000 IN THE AGGREGATE FOR ALL SUCH
GUARANTEES AT ANY TIME OUTSTANDING;
(Q)
GUARANTEES OF THE FOREIGN CURRENCY AND HEDGING OBLIGATIONS OF ZALE
CANADA TO MEET THE OPERATING NEEDS OF THE BUSINESS CONSISTENT WITH PAST
PRACTICES;
(R)
GUARANTEES AND WARRANTIES OF INVENTORY SOLD TO CUSTOMERS IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES;
(S)
GUARANTEES BY ANY LOAN PARTY OF OBLIGATIONS OF ONE OR MORE
EXCLUDED SUBSIDIARIES UNDER REPAIR, WARRANTY OR DIAMOND BOND CONTRACTS IN
CONNECTION WITH SUCH LOAN PARTY'S AND ITS SUBSIDIARIES' ORDINARY COURSE JEWELRY
WARRANTY PROGRAMS;
(T)
INVESTMENTS CONSISTING OF EXTENSIONS OF CREDIT IN THE NATURE OF
ACCOUNTS RECEIVABLE OR NOTES RECEIVABLE ARISING FROM THE GRANT OF TRADE CREDIT
IN THE ORDINARY COURSE OF BUSINESS OR CONSISTING OF AND LOANS AND ADVANCES BY A
LOAN PARTY TO CONSIGNMENT VENDORS, SECURED BY A LIEN ON THE INVENTORY WHICH HAS
BEEN, OR WILL BE, CONSIGNED TO A LOAN PARTY, IN A PRINCIPAL AMOUNT NOT TO EXCEED
THE VALUE OF SUCH CONSIGNED INVENTORY, AND WHICH ARE REPAYABLE OUT OF THE
PROCEEDS OF THE SALE OF SUCH CONSIGNED INVENTORY OR UPON THE RETURN OF SUCH
CONSIGNED INVENTORY TO THE CONSIGNMENT VENDOR;
(U)
INVESTMENTS CONSISTING OF HEDGING AGREEMENTS PERMITTED UNDER
SECTION 6.9;
(V)
INVESTMENTS IN ANY PERSON EXISTING AT THE TIME SUCH PERSON BECOMES
A SUBSIDIARY OF ANY LOAN PARTY PURSUANT TO AN INVESTMENT OTHERWISE PERMITTED
UNDER THIS SECTION 6.4, SO LONG AS SUCH INVESTMENTS WERE NOT MADE IN
CONTEMPLATION OF SUCH PERSON BECOMING A SUBSIDIARY;
(W)
GUARANTEES OF LEASES THAT DO NOT CONSTITUTE INDEBTEDNESS, IN EACH
CASE ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS;
(X)
CONTINGENT OBLIGATIONS UNDER LEASES TRANSFERRED AS PART OF THE
SALE OF THE BAILEY BANKS & BIDDLE DIVISION OF ZALE DELAWARE; AND
(Y)
OTHER INVESTMENTS IN AN