TO A GRANTOR ON A CONSIGNMENT BASIS
(A) EVIDENCES ARRANGEMENTS ENTERED INTO WITH SUCH GRANTOR AND ITS TRADE VENDORS
IN THE ORDINARY COURSE OF BUSINESS, INTENDED BY SUCH GRANTOR AND VENDOR TO BE A
"TRUE" CONSIGNMENT, (B) DOES NOT ENCUMBER ANY ASSETS OF SUCH GRANTOR OTHER THAN
THE CONSIGNED GOODS TO WHICH ITS RELATES AND THE PROCEEDS THEREOF, TO THE EXTENT
OWING TO THE VENDOR AND (C) SECURES SOLELY THE OBLIGATION OF SUCH GRANTOR TO
EITHER RETURN SUCH CONSIGNED GOODS OR PAY THE PURCHASE PRICE FOR SUCH CONSIGNED
GOODS, IN EACH CASE, PURSUANT TO A WRITTEN CONSIGNMENT AGREEMENT ON TERMS
SUBSTANTIALLY SIMILAR TO THOSE SET FORTH IN THE GRANTORS' STANDARD FORM OF
CONSIGNMENT AGREEMENT AS IN EFFECT ON OR ABOUT THE EFFECTIVE DATE (WITH THE
EXCEPTION OF ANY SUCH LIENS AND OTHER FILINGS MADE BY ANY TRADE VENDORS IN
CONNECTION WITH OR RELATING TO THAT CERTAIN AMENDMENT TO EXISTING AGREEMENTS
DATED AS OF MARCH 3, 2010 BY AND AMONG ZALE DELAWARE, INC., TXDC, L.P., ROSY
BLUE JEWELRY, INC. AND ROSY BLUE, INC., RELATING TO CONSIGNED GOODS FOR SUCH
GRANTOR'S 2010 SPRING SEASON), A COPY OF WHICH HAS BEEN PROVIDED TO THE
COLLATERAL AGENT.
ARTICLE IV
Covenants
SECTION 4.1
CHANGE OF NAME; LOCATION OF COLLATERAL; RECORDS;
PLACE OF BUSINESS.
(A)
EACH GRANTOR AGREES TO FURNISH TO THE COLLATERAL AGENT (I) PROMPT
WRITTEN NOTICE OF ANY CHANGE IN (A) ANY GRANTOR'S TRADE 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,
10
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 COLLATERAL AGENT'S SECURITY INTEREST THEREIN, AND (II) PRIOR
WRITTEN NOTICE OF ANY CHANGE IN (I) ANY GRANTOR'S CORPORATE OR PARTNERSHIP NAME
OR THE LOCATION OF ANY GRANTOR'S CHIEF EXECUTIVE OFFICE OR ITS PRINCIPAL PLACE
OF BUSINESS, (II) ANY GRANTOR'S IDENTITY OR CORPORATE OR PARTNERSHIP STRUCTURE
OR (III) ANY GRANTOR'S JURISDICTION OF INCORPORATION, AMALGAMATION OR FORMATION,
FEDERAL TAXPAYER IDENTIFICATION NUMBER OR STATE ORGANIZATIONAL NUMBER OR SIMILAR
TAXATION OR ORGANIZATION NUMBER; PROVIDED, HOWEVER, THAT IF ANY OF THE
OCCURRENCES REFERRED TO IN CLAUSES (I) AND (II) SHALL OCCUR WITH RESPECT TO ANY
CANADIAN LOAN PARTY OR ANY OF ITS ASSETS, CANADIAN LOAN PARTY SHALL FURNISH THE
COLLATERAL AGENT WITH 30