THE DATE OF THE BORROWER'S AUDITED FINANCIAL STATEMENTS REFERRED
TO IN SECTION 5.04 AND, IF ANY SUCH CHANGE HAS OCCURRED, SPECIFYING THE EFFECT
OF SUCH CHANGE ON THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE AND
(C) A COMPLIANCE CERTIFICATE, CERTIFIED BY A FINANCIAL OFFICER OF THE BORROWER,
SETTING FORTH IN REASONABLE DETAIL THE COMPUTATIONS EVIDENCING COMPLIANCE WITH
SECTION 7.08;
(E)
ON THE LAST DAY OF EACH FISCAL YEAR OF THE BORROWER, (I) A DETAILED
CONSOLIDATED BUDGET BY QUARTER FOR THE IMMEDIATELY FOLLOWING FISCAL YEAR
(INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET AND RELATED STATEMENTS OF
PROJECTED OPERATIONS AND CASH FLOW AS OF THE END OF AND FOR SUCH FISCAL YEAR)
AND (II) A MONTHLY DETAIL OF PROJECTED INVENTORY LEVELS AND CREDIT EXTENSIONS
AND THE PROJECTED BORROWING BASE AND EXCESS AVAILABILITY (EACH AS DEFINED IN THE
ABL CREDIT AGREEMENT) FOR SUCH FISCAL YEAR AND, PROMPTLY WHEN AVAILABLE, ANY
SIGNIFICANT REVISIONS TO THE BUDGET AND THE PROJECTIONS; PROVIDED THAT, THE
BORROWER SHALL, BY NO LATER THAN FEBRUARY 15 OF EACH CALENDAR YEAR, REFORECAST
AND UPDATE THE PROJECTIONS DELIVERED PURSUANT TO THE FOREGOING CLAUSES (I) AND
(II) FOR THE REMAINING PERIOD OF EACH SUCH FISCAL YEAR;
(F)
ANY BORROWING BASE CERTIFICATE, FINANCIAL REPORTS (INCLUDING ANY WEEKLY
CASH FLOW STATEMENTS AND APPRAISAL REPORTS DELIVERED TO THE LENDERS UNDER THE
ABL CREDIT AGREEMENT) AND ANY OTHER MATERIAL DOCUMENTS, NOTICES OR INFORMATION
DELIVERED TO LENDERS PURSUANT TO THE EXISTING REVOLVING CREDIT FACILITY;
42
(G)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC
AND OTHER REPORTS, PROXY STATEMENTS AND OTHER MATERIALS FILED BY THE BORROWER OR
ANY OF ITS SUBSIDIARIES WITH THE SEC OR WITH ANY NATIONAL SECURITIES EXCHANGE;
(H)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF ALL REPORTS SUBMITTED TO THE
BORROWER BY REGISTERED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL,
INTERIM OR SPECIAL AUDIT OF THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES MADE
BY SUCH ACCOUNTANTS, INCLUDING ANY MANAGEMENT LETTER COMMENTING ON THE
BORROWER'S INTERNAL CONTROLS SUBMITTED BY SUCH ACCOUNTANTS TO MANAGEMENT IN
CONNECTION WITH THEIR ANNUAL AUDIT;
(I)
CONCURRENTLY WITH EACH DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE
(A) AND (B) ABOVE, AN UPDATED SCHEDULE 5.05(D) AS OF A RECENT DATE;
(J)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, SUCH OTHER INFORMATION REGARDING
THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF ANY LOAN PARTY, OR
COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, AS THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY REASONABLY REQUEST; AND
(K)
PROMPTLY FOLLOWING THE FILING THEREOF, COPIES OF ALL QUARTERLY AND ANNUAL
REPORTS, RISK BASED CAPITAL REPORTS AND FORMS B AND C REGISTRATION STATEMENTS
SUBMITTED TO AN INSURANCE REGULATOR WITH RESPECT TO THE ZALE INSURANCE
SUBSIDIARIES.
SECTION 6.02.
NOTICES OF MATERIAL EVENTS.
THE BORROWER WILL FURNISH TO THE
ADMINISTRATIVE AGENT WRITTEN NOTICE OF THE FOLLOWING PROMPTLY FOLLOWING A
RESPONSIBLE OFFICER'S OBTAINING KNOWLEDGE THEREOF:
(A)
THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING ANY LOAN PARTY
THAT, IF ADVERSELY