FOR WORKING CAPITAL AND OTHER GENERAL CORPORATE PURPOSES OF THE BORROWER
AND ITS SUBSIDIARIES AND TO PAY ANY FEES AND EXPENSES IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
NO PART OF THE PROCEEDS OF ANY
LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS
A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATIONS U AND
X.
SECTION 6.11.
NEW SUBSIDIARIES.
THE BORROWER SHALL CAUSE EACH NEW DIRECT OR
INDIRECT SUBSIDIARY OF THE BORROWER (EXCLUDING, FOR AVOIDANCE OF DOUBT, ANY ZALE
INSURANCE SUBSIDIARY, THE GUAM SUBSIDIARY AND THE ZC PARTNERSHIP) TO PROMPTLY
BECOME A LOAN PARTY HEREUNDER BY SIGNING A FACILITY GUARANTY OR A CANADIAN
FACILITY GUARANTY, AS APPLICABLE, AND A COUNTERPART OF THE SECURITY AGREEMENT
AND EACH OTHER SECURITY DOCUMENT APPLICABLE TO SUCH SUBSIDIARY AS A LOAN PARTY.
SECTION 6.12.
INFORMATION REGARDING THE COLLATERAL.
THE BORROWER WILL FURNISH
TO THE ADMINISTRATIVE AGENT AT LEAST 10 DAYS' (OR SUCH SHORTER PERIOD AS THE
ADMINISTRATIVE AGENT SHALL AGREE) PRIOR WRITTEN NOTICE OF ANY CHANGE IN (I) ANY
LOAN PARTY'S LEGAL NAME, (II) THE LOCATION OF ANY LOAN PARTY'S CHIEF EXECUTIVE
OFFICE OR ITS PRINCIPAL PLACE OF BUSINESS, (III) ANY LOAN PARTY'S ORGANIZATIONAL
TYPE OR JURISDICTION OF ORGANIZATION, (IV) ANY LOAN PARTY'S FEDERAL TAXPAYER
IDENTIFICATION NUMBER OR ORGANIZATIONAL IDENTIFICATION NUMBER ASSIGNED TO IT BY
ITS STATE OF ORGANIZATION OR (V) THE JURISDICTIONS WHERE ANY CANADIAN LOAN PARTY
MAINTAINS ANY OF ITS TANGIBLE PERSONAL PROPERTY. THE BORROWER AGREES NOT TO
EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL
FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR THE PPSA OR
OTHERWISE THAT ARE REQUIRED IN ORDER FOR THE ADMINISTRATIVE AGENT TO CONTINUE
FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN
THE COLLATERAL FOR ITS OWN BENEFIT AND THE BENEFIT OF THE OTHER CREDIT PARTIES
(TO THE EXTENT A SECURITY INTEREST IN SUCH COLLATERAL CAN BE PERFECTED BY THE
FILING OF A FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE OR PPSA).
SECTION 6.13.
FURTHER ASSURANCES.
THE BORROWER WILL, AND WILL CAUSE EACH OTHER
LOAN PARTY TO, EXECUTE ANY AND ALL FURTHER DOCUMENTS, AGREEMENTS AND
INSTRUMENTS, AND TAKE ALL SUCH FURTHER ACTIONS (INCLUDING THE FILING AND
RECORDING OF FINANCING STATEMENTS AND OTHER DOCUMENTS), THAT MAY BE REQUIRED
UNDER ANY APPLICABLE LAW, OR THAT THE ADMINISTRATIVE AGENT OR THE REQUIRED
LENDERS MAY REASONABLY REQUEST, TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY
THE LOAN DOCUMENTS, TO CREATE AND PERFECT LIENS IN FAVOR OF THE ADMINISTRATIVE
AGENT IN ANY REAL PROPERTY ACQUIRED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES
AFTER THE CLOSING DATE OR TO GRANT, PRESERVE, PROTECT OR PERFECT THE LIENS
46
CREATED OR INTENDED TO BE CREATED BY THE SECURITY DOCUMENTS OR THE VALIDITY OR
PRIORITY OF ANY SUCH LIEN, ALL AT THE EXPENSE OF THE LOAN PARTIES.
THE BORROWER
ALSO AGREES TO, AND TO CAUSE EACH OTHER LOAN PARTY TO, PROVIDE TO THE
ADMINISTRATIVE AGENT, FROM TIME TO TIME UPON REQUEST, EVIDENCE REASONABLY
SATISFACTORY TO