REFERRED TO IN CLAUSES (I) AND (II) SHALL OCCUR WITH RESPECT TO ZALE
CANADA OR ANY OF ITS ASSETS, ZALE CANADA SHALL FURNISH THE ADMINISTRATIVE AGENT
WITH 30 DAYS PRIOR WRITTEN NOTICE THEREOF.
THE BORROWER 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.
NOTWITHSTANDING THE FOREGOING, IF ANY GRANTOR'S FEDERAL TAXPAYER IDENTIFICATION
NUMBER OR ORGANIZATIONAL IDENTIFICATION NUMBER ASSIGNED TO IT BY ITS STATE OF
ORGANIZATION IS CHANGED BY THE APPLICABLE GOVERNMENTAL AUTHORITY, SUCH GRANTOR
WILL FURNISH TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY SUCH
CHANGE NOT LATER THAN 10 DAYS FROM THE DATE SUCH GRANTOR HAS BEEN NOTIFIED BY
SUCH GOVERNMENTAL AUTHORITY OF SUCH CHANGE.
EACH GRANTOR AGREES NOT TO EFFECT
OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL NECESSARY
FILINGS HAVE BEEN MADE UNDER THE UCC OR THE PRUCC OR OTHERWISE IN ORDER FOR THE
ADMINISTRATIVE AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE A
VALID, LEGAL AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL OF THE
COLLATERAL.
EACH OF THE GRANTORS ORGANIZED UNDER THE LAWS OF CANADA
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.
12
(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 PROMPT NOTICE THEREOF, AND SHALL
OBTAIN A WAIVER AND COLLATERAL ACCESS AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 4.02.
PERIODIC CERTIFICATION.
EACH YEAR, AT THE TIME OF DELIVERY OF
ANNUAL FINANCIAL STATEMENTS WITH RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT
TO SECTION 6.01(A) OF THE CREDIT AGREEMENT, EACH GRANTOR SHALL DELIVER, OR CAUSE
TO BE DELIVERED, TO THE ADMINISTRATIVE AGENT A CERTIFICATE EXECUTED BY A
FINANCIAL OFFICER OF SUCH GRANTOR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN
THE INFORMATION CONTAINED IN THE PERFECTION CERTIFICATE SINCE THE DATE OF THE
PERFECTION CERTIFICATE DELIVERED ON THE CLOSING DATE OR THE DATE OF THE MOST
RECENT CERTIFICATE DELIVERED PURSUANT TO THIS SECTION 4.02 OR, IF ANY SUCH
CHANGE HAS OCCURRED, SPECIFYING SUCH REVISED INFORMATION.
SECTION 4.03.
PROTECTION OF SECURITY.
EACH GRANTOR SHALL, AT ITS OWN COST AND
EXPENSE, TAKE ANY AND ALL ACTIONS REASONABLY NECESSARY TO DEFEND TITLE TO THE
COLLATERAL AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST OF THE
ADMINISTRATIVE AGENT IN THE COLLATERAL AND THE PRIORITY THEREOF AGAINST ANY LIEN
NOT EXPRESSLY PERMITTED PURSUANT