Overdraft and Indebtedness
Overdraft and Indebtedness Sample Clauses
Related to Overdraft and Indebtedness
OVERDRAFTS OR INDEBTEDNESS 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.
Prepayments of Other Indebtedness Modifications of Organizational Documents, Acquisition and Certain Other Documents, etc 101 Section 6.12. Limitation on Certain Restrictions on Subsidiaries 103 Section 6.13. No Further Negative Pledge 104 Section 6.14. Business 104 Section 6.15. Amendments to Organizational Documents 104 Section 6.16. Limitation on Accounting Changes 104 Section 6.17. Fiscal Periods 104 Page ARTICLE VII GUARANTEE 105 Section 7.01. The Guarantee 105 Section 7.02. Obligations Unconditional 105 Section 7.03. Reinstatement 106 Section 7.04. Subrogation; Subordination 106 Section 7.05. Remedies 107 Section 7.06. Instrument for the Payment of Money 107 Section 7.07. Continuing Guarantee 107 Section 7.08. General Limitation on Guarantee Obligations 107 Section 7.09. Release of Guarantors 107 Section 7.10. Right of Contribution 108 ARTICLE VIII EVENTS OF DEFAULT 108 Section 8.01. Events of Default 108 Section 8.02. [RESERVED] 111 Section 8.03. Borrower’s Right to Cure 111 ARTICLE IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 112 Section 9.01. Appointment 112 Section 9.02. Agent in Its Individual Capacity 113 Section 9.03. Exculpatory Provisions 113 Section 9.04. Reliance by Agent 114 Section 9.05. Delegation of Duties 114 Section 9.06. Successor Agent 115 Section 9.07. Indemnification 116 Section 9.08. Withholding Taxes 117 Section 9.09. [RESERVED] 117 Section 9.10. Lenders’ Representations, Warranties and Acknowledgment 117 Section 9.11. Collateral Documents and Guaranty. 118 Section 9.12. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim 120 Section 9.13. No Other Duties Etc 120 ARTICLE X MISCELLANEOUS 121 Section 10.01. Notices. 121 Section 10.02. Waivers; Amendment 122 Section 10.03. Expenses; Indemnity; Damage Waiver 126 Section 10.04. Successors and Assigns 128 Section 10.05. Survival of Agreement 137 Section 10.06. Counterparts; Integration; Effectiveness 137 Section 10.07. Severability 137 Section 10.08. Right of Setoff 137 Section 10.09. Governing Law; Jurisdiction; Consent to Service of Process 138 Section 10.10. Waiver of Jury Trial 139 Section 10.11. Headings 139 Section 10.12. Confidentiality 139 Section 10.13. Interest Rate Limitation 140 Section 10.14. Assignment Agreement 140 Page Section 10.15. Obligations Absolute 141 Section 10.16. Waiver of Defenses; Absence of Fiduciary Duties 141 Section 10.17. USA Patriot Act 142 Section 10.18. [RESERVED] 142 Section 10.19. Concerning the ABL Facility 142 ANNEXES Annex I Initial Lenders and Commitments Annex II Initial Lender Addresses SCHEDULES Schedule 1.01(a) Material Indebtedness Schedule 3.05(b) Owned and Leased Property Schedule 3.06 Intellectual Property Matters Schedule 3.07(a) Subsidiaries Schedule 3.16 Environmental Matters Schedule 5.11(d) Real Property Collateral Matters Schedule 5.14 Post-Closing Items Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments EXHIBITS Exhibit A Form of Assignment Agreement Exhibit B Form of Funding Notice Exhibit C Form of Compliance Certificate Exhibit D Form of Intercompany Note Exhibit E Form of Conversion/Continuation Notice Exhibit F United States Tax Compliance Certificate Exhibit G Form of Note Exhibit H Form of Security Agreement Exhibit J Form of Solvency Certificate Exhibit K Form of Guarantee Joinder Agreement Exhibit L Form of ABL Intercreditor Agreement [Exhibits H and L have been omitted as these have been separately filed as exhibits to the Form S-1]. CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of May 16, 2012 by and among Five Below, Inc., a Pennsylvania corporation (the “Borrower”), the Guarantors party hereto from time to time, the Lenders, and Xxxxxxx Xxxxx Bank USA (“Xxxxxxx Sachs”), Barclays Bank PLC and Jefferies Finance LLC, as Lead Arrangers and as Lead Bookrunners, Xxxxxxx Sachs as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Trust Company Americas, UBS Securities LLC and Xxxxx Fargo Bank, National Association, as Arrangers (in such capacity and together with the Lead Arrangers, the “Arrangers”) and Bookrunners (in such capacity and together with the Lead Bookrunners, the “Bookrunners”), Barclays Bank PLC, as Syndication Agent (in such capacity, the “Syndication Agent”), and Jefferies Finance LLC, as Documentation Agent (in such capacity, the “Documentation Agent”).
Outstanding Indebtedness Neither the Company nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by paragraph 6B. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.
Investments; Indebtedness UDS shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (x) loans or investments by UDS or a wholly owned Subsidiary of UDS to or in UDS or any wholly owned Subsidiary of UDS, (y) in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to UDS and its Subsidiaries taken as a whole (provided that none of such transactions referred to in this clause (y) presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except in the ordinary course consistent with past practice under UDS's existing authorized commercial paper program, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of UDS or any of its Subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, "UDS Indebtedness").
Overdraft Facility In the event that the Custodian is directed by Proper Instructions to make any payment or transfer of funds on behalf of the Fund for which there would be, at the close of business on the date of such payment or transfer, insufficient funds held by the Custodian on behalf of the Fund, the Custodian may, in its sole discretion, provide an overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the completion of such payment. Any Overdraft provided hereunder: (a) shall be payable on the next business day, unless otherwise agreed by the Fund and the Custodian; and (b) shall accrue interest from the date of the Overdraft to the date of payment in full by the Fund at a rate agreed upon in writing, from time to time, by the Custodian and the Fund. The purpose of such Overdrafts is to temporarily finance extraordinary or emergency expenses not reasonably foreseeable by the Fund. The Custodian shall promptly notify the Fund in writing ("Overdraft Notice") of any Overdraft by facsimile transmission or in such other manner as the Fund and the Custodian may agree in writing. The Custodian shall have a right of set-off against all Assets (except for Assets held in a segregated margin account or otherwise pledged in connection with options or futures contracts held for the benefit of the Fund and for Assets allocated to any other Overdraft or loan made hereunder); provided, however, the Custodian shall promptly notify the Fund in writing of any intent to exercise a right of set-off against Assets hereunder and shall not exercise any such right of set-off against Assets hereunder unless and until the Fund has failed to pay (within ten (10) days after the Fund's receipt of such notice of intent to exercise a right of set-off), any Overdraft, together with all accrued interest thereon. Notwithstanding the provisions of any applicable law, including, without limitation, the Uniform Commercial Code, the only rights or remedies which the Custodian is entitled to with respect to Overdrafts is the right of set-off granted herein.
Indebtedness Create, incur, assume or suffer to exist any Indebtedness, except:
Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.
THE INDEBTEDNESS Revolving Credit
