TO
IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE COMPANY, THE OBLIGORS AND THE
SUBORDINATED CREDITORS HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(D)
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 12. NOTHING IN THIS INTERCOMPANY
SUBORDINATION AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS INTERCOMPANY
SUBORDINATION AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Exhibit M-6
(E)
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
INTERCOMPANY SUBORDINATION AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS INTERCOMPANY SUBORDINATION AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
(F)
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR
AGREEMENT AND THIS INTERCOMPANY SUBORDINATION AGREEMENT, THE TERMS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, FOR SO LONG AS THE DISCHARGE OF TERM OBLIGATIONS (AS
DEFINED IN THE U.S. SECURITY AGREEMENT) SHALL NOT HAVE OCCURRED, NO LOAN PARTY
OR SUBORDINATED CREDITOR SHALL BE REQUIRED TO TAKE OR OMIT TO TAKE ANY ACTION
REQUIRED BY THIS INTERCOMPANY SUBORDINATION AGREEMENT IF SUCH ACTION OR INACTION
WOULD VIOLATE, OR WOULD BE IRRECONCILABLY INCONSISTENT WITH ANY ACTION OR
INACTION AFFIRMATIVELY REQUIRED BY, ANY OF THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT.
Section 16. Representation, Warranty and Acknowledgment. Each of the Obligors
and each of the Subordinated Creditors hereby represents, warrants and
acknowledges that it has received a copy of, or otherwise taken notice of, the
Credit Agreement and is fully aware of its content and implications thereof.
[Remainder of page left intentionally blank]
Exhibit M-7
IN WITNESS WHEREOF, each of the Subordinated Creditors and the Obligors has
caused this Intercompany Subordination Agreement to be duly executed and
delivered by its officer or director thereunto duly authorized as of the date
first above written.
FOSSIL GROUP, INC., as Obligor
By:
Name:
Title:
[
], as Obligor
By:
Name:
Title:
[
],
as a
Subordinated Creditor
By:
Name:
Title:
[
], as a Subordinated Creditor
By:
Name:
Title:
[Signature Page to ABL Intercompany Subordination Agreement]
Agreed and acknowledged as of the date
above written:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
Name:
Title:
J.P. MORGAN AG,
as French Collateral Agent
By:
Name:
Title:
[Signature Page to ABL Intercompany Subordination Agreement]
Schedule I