Common use of Borrower Indebtedness Clause in Contracts

Borrower Indebtedness. In the case of solely the Borrower, create, incur, assume or suffer to exist any Indebtedness, except: (i) the Obligations (excluding Indebtedness and obligations owing under Hedge Agreements permitted pursuant to Section 11.1(a)(ii)); (ii) Indebtedness and obligations owing under (A) Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes and (B) Cash Management Agreements entered into between the Borrower and any Lender or an Affiliate of a Lender, as counterparty; (iii) Indebtedness existing on the Closing Date and listed on Schedule 11.1, and any refinancings, refundings, renewals or extensions thereof; provided that (A) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (B) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (C) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (1) on subordination terms at least as favorable to the Lenders, (2) no more restrictive on the Borrower and its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (3) in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (iv) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount, when aggregated with the aggregate principal amount of Indebtedness of any Subsidiary incurred pursuant to Section 11.1(b)(iv), not to exceed $75,000,000 at any time outstanding; (v) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (b)(i) through (b)(v) of this Section; (vi) unsecured intercompany Indebtedness (A) owed by the Borrower to any Domestic Subsidiary or (B) owed by the Borrower to any Foreign Subsidiary (provided, that such Indebtedness pursuant to this clause (vi)(B) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent); (vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (viii) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (ix) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Borrower or its Subsidiaries to purchase or redeem Capital Stock or options of the Borrower permitted pursuant to Section 11.6(c); provided that the aggregate principal amount of all such Indebtedness shall not exceed $2,000,000 at any time outstanding; (x) Guaranty Obligations of the Borrower with respect to Indebtedness of Fossil Partners, Fossil Group Europe GmbH, Fossil Asia Pacific Ltd. and/or any other Foreign Subsidiary under the Commercial Letter of Credit Facility incurred pursuant to Section 11.1(b)(x); (xi) unsecured Guaranty Obligations arising with respect to customary indemnification obligations owed to purchasers in connection with Asset Dispositions permitted by Section 11.5; (xii) senior notes in an aggregate principal amount not to exceed $400,000,000 at any time outstanding; provided that (A) no Default or Event of Default exists immediately prior to or after the incurrence of such Indebtedness, (B) the final maturity of such Indebtedness is no earlier than the Revolving Credit Maturity Date then in effect, (C) at the time of the incurrence thereof the covenants, defaults and similar provisions applicable to such Indebtedness are, taken as a whole, not materially more restrictive than the provisions contained in this Agreement and do not conflict in any material respect with this Agreement and are, taken as a whole, otherwise on market terms and conditions, and (D) prior to the occurrence of a Collateral and Guaranty Trigger Event, such Indebtedness shall be unsecured; (xiii) Indebtedness of a Person existing at the time assets were acquired from such Person by the Borrower in connection with an Investment permitted pursuant to Section 11.3, to the extent that (A) such Indebtedness was not incurred in connection with, or in contemplation of, the acquisition of such assets, (B) only the Borrower shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate outstanding principal amount of such Indebtedness, when aggregated with the aggregate principal amount of Indebtedness of Subsidiaries of the Borrower incurred pursuant to Section 11.1(b)(v), does not exceed $30,000,000 at any time outstanding; and (xiv) additional Indebtedness so long as the Payment Conditions are satisfied at the time of the incurrence thereof.

Borrower Indebtedness. In The indebtedness guaranteed by this Guaranty includes collectively any and all Borrower’s indebtedness to Bank and is used in the case of solely the most comprehensive sense and means and includes any and all Borrower’s liabilities, createobligations and debts to Bank, incur, assume or suffer to exist any Indebtedness, except: (i) the Obligations (excluding Indebtedness and obligations owing under Hedge Agreements permitted pursuant to Section 11.1(a)(ii)); (ii) Indebtedness and obligations owing under (A) Hedge Agreements entered into in order to manage now existing or anticipated interest ratehereafter incurred or created, exchange rate or commodity price risks including, without limitation, the following Loan made by Bank to Borrower identified below, effective the same date as this Guaranty: $20,000,000.00 Real Estate Term Loan. Together with all other loans if any, advances, interest, costs, debts, overdraft indebtedness and not for speculative purposes and (B) Cash Management Agreements entered into between the Borrower and any Lender or an Affiliate liabilities of a Lender, as counterparty; (iii) Indebtedness existing on the Closing Date and listed on Schedule 11.1Borrower, and any refinancingspresent or future judgments against Borrower, refundingsplus all of Bank’s costs, renewals expenses, and to the extent allowed by law reasonable attorney’s fees incurred in connection with or extensions thereof; provided that relating to (A) the principal amount collection of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderindebtedness, (B) the final maturity date collection and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (C) any refinancing, refunding, renewal or extension sale of any Subordinated Indebtedness shall be (1) on subordination terms at least as favorable to the Lenders, (2) no more restrictive on the Borrower and its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (3) in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (iv) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount, when aggregated with the aggregate principal amount of Indebtedness of any Subsidiary incurred pursuant to Section 11.1(b)(iv), not to exceed $75,000,000 at any time outstanding; (v) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (b)(i) through (b)(v) of this Section; (vi) unsecured intercompany Indebtedness (A) owed by the Borrower to any Domestic Subsidiary or (B) owed by the Borrower to any Foreign Subsidiary (provided, that such Indebtedness pursuant to this clause (vi)(B) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent); (vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (viii) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (ix) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities collateral for the benefit of any of the foregoing) of the Borrower indebtedness or its Subsidiaries to purchase or redeem Capital Stock or options of the Borrower permitted pursuant to Section 11.6(c); provided that the aggregate principal amount of all such Indebtedness shall not exceed $2,000,000 at any time outstanding; (x) Guaranty Obligations of the Borrower with respect to Indebtedness of Fossil Partners, Fossil Group Europe GmbH, Fossil Asia Pacific Ltd. and/or any other Foreign Subsidiary under the Commercial Letter of Credit Facility incurred pursuant to Section 11.1(b)(x); (xi) unsecured Guaranty Obligations arising with respect to customary indemnification obligations owed to purchasers in connection with Asset Dispositions permitted by Section 11.5; (xii) senior notes in an aggregate principal amount not to exceed $400,000,000 at any time outstanding; provided that (A) no Default or Event of Default exists immediately prior to or after the incurrence of such Indebtedness, (B) the final maturity of such Indebtedness is no earlier than the Revolving Credit Maturity Date then in effect, (C) at the time of the incurrence thereof the covenants, defaults and similar provisions applicable to such Indebtedness are, taken as a whole, not materially more restrictive than the provisions contained in this Agreement and do not conflict in any material respect with this Agreement and are, taken as a whole, otherwise on market terms and conditions, and (D) prior to the occurrence of a Collateral and Guaranty Trigger Event, such Indebtedness shall be unsecured; (xiii) Indebtedness of a Person existing at the time assets were acquired from such Person by the Borrower in connection with an Investment permitted pursuant to Section 11.3, to the extent that (A) such Indebtedness was not incurred in connection withGuaranty, or in contemplation of, the acquisition of such assets, (B) only the Borrower shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate outstanding principal amount enforcement of this Guaranty (attorney’s fees include, without limitation, reasonable attorney’s fees whether or not there is a lawsuit, and if there is a lawsuit, any fees and costs for trial and appeal); and whether any such Indebtednessindebtedness is voluntarily or involuntarily incurred, when aggregated due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the aggregate principal amount indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of Indebtedness of Subsidiaries of the Borrower incurred pursuant to Section 11.1(b)(v)infancy, does not exceed $30,000,000 at any time outstanding; and (xiv) additional Indebtedness so long as the Payment Conditions are satisfied at the time of the incurrence thereofinsanity, ultra ▇▇▇▇▇, or otherwise.

Borrower Indebtedness. In the case Borrower shall not, nor shall it permit any of solely the Borrowerits Subsidiaries to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ia) the Obligations (excluding including any Indebtedness and obligations owing under any Hedge Agreements permitted pursuant to Section 11.1(a)(ii))Agreement with any Lender Counterparty; (b) Indebtedness of any Guarantor Subsidiary to Borrower or to any other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary; provided, (i) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and obligations owing under subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that, in any such case, is reasonably satisfactory to Administrative Agent (A) Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks Administrative Agent and not for speculative purposes the Lenders hereby acknowledging and (B) Cash Management Agreements entered into between agreeing that such subordination provisions shall permit the free flow of funds among Borrower and any Lender or an Affiliate of a Lender, as counterparty; (iii) Indebtedness existing on the Closing Date and listed on Schedule 11.1, and any refinancings, refundings, renewals or extensions thereof; provided that (A) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, Guarantor Subsidiaries in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (B) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to the occurrence of a Default and thereafter upon the cure or waiver of such refinancingDefault), refunding, renewal or extension and (Ciii) any refinancing, refunding, renewal or extension payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Subordinated Indebtedness shall be (1) on subordination terms at least as favorable owed by such Subsidiary to the Lenders, (2) no more restrictive on the Borrower and or to any of its Subsidiaries than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (3) in an amount not less than the amount outstanding at the time of for whose benefit such refinancing, refunding, renewal or extension;payment is made; 110 (ivc) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount, when aggregated with the aggregate principal amount of Indebtedness of any Subsidiary incurred which may be deemed to exist pursuant to Section 11.1(b)(iv)any guaranties, not to exceed $75,000,000 at any time outstanding; performance bonds, surety bonds , statutory, appeal or similar obligations (vother than for borrowed money) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (b)(i) through (b)(v) of this Section; (vi) unsecured intercompany Indebtedness (A) owed by the Borrower to any Domestic Subsidiary or (B) owed by the Borrower to any Foreign Subsidiary (provided, that such Indebtedness pursuant to this clause (vi)(B) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent); (vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds incurred in the ordinary course of business; (viiid) guaranties by Borrower of Indebtedness of a Guarantor Subsidiary or guaranties by a Subsidiary of Borrower of Indebtedness of Borrower or a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; (e) Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to workers’ compensation claimsthe Indebtedness being extended, renewed or refinanced, (B) exceed in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (ix) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Borrower or its Subsidiaries to purchase or redeem Capital Stock or options of the Borrower permitted pursuant to Section 11.6(c); provided that the aggregate a principal amount of all such the Indebtedness shall not exceed $2,000,000 at being renewed, extended or refinanced or (C) be incurred, created or assumed if any time outstanding; (x) Guaranty Obligations of the Borrower with respect to Indebtedness of Fossil Partners, Fossil Group Europe GmbH, Fossil Asia Pacific Ltd. and/or any other Foreign Subsidiary under the Commercial Letter of Credit Facility incurred pursuant to Section 11.1(b)(x); (xi) unsecured Guaranty Obligations arising with respect to customary indemnification obligations owed to purchasers in connection with Asset Dispositions permitted by Section 11.5; (xii) senior notes in an aggregate principal amount not to exceed $400,000,000 at any time outstanding; provided that (A) no Default or Event of Default exists immediately prior to has occurred and is continuing or after the incurrence of such Indebtedness, (B) the final maturity of such Indebtedness is no earlier than the Revolving Credit Maturity Date then in effect, (C) at the time of the incurrence thereof the covenants, defaults and similar provisions applicable to such Indebtedness are, taken as a whole, not materially more restrictive than the provisions contained in this Agreement and do not conflict in any material respect with this Agreement and are, taken as a whole, otherwise on market terms and conditions, and (D) prior to the occurrence of a Collateral and Guaranty Trigger Event, such Indebtedness shall be unsecuredwould result therefrom; (xiiif) Indebtedness of a Person existing at the time assets were acquired from such Person by the Borrower in connection with an Investment permitted pursuant to Section 11.3, to the extent that (A) such Indebtedness was not incurred in connection with, or in contemplation of, the acquisition of such assets, (B) only the Borrower shall have any liability or other obligation with respect to such Indebtedness and (C) the Capital Leases in an aggregate outstanding principal amount of such Indebtedness, when aggregated with the aggregate principal amount of Indebtedness of Subsidiaries of the Borrower incurred pursuant not to Section 11.1(b)(v), does not exceed $30,000,000 at any time outstanding$15,000,000; and (xivg) additional Indebtedness so long as with respect to the Payment Conditions are satisfied financing of fixed or capital assets secured by Liens permitted in Section 6.2(g) in an aggregate amount not to exceed at the any time of the incurrence thereof$10,000,000.