FACILITY GUARANTY (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time in accordance with the provisions hereof, this Guaranty), dated as of April 24, 2020, is made by each of the Persons set forth on Schedule I hereto (each such Person, individually, a Guarantor and, collectively, the Guarantors) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacity, the Agent) for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below).
W I T N E S S E T H
WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the Credit Agreement), by and among (i) FIVE BELOW, INC., a Pennsylvania corporation (the Borrower), (ii) the other Borrowers party thereto, (iii) the Guarantors party thereto, (iv) the Agent, (v) the Lenders, and (vi) the other parties from time to time party thereto. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, the Lenders have agreed to make Loans to the Borrower, and the L/C Issuer has agreed to issue Letters of Credit for the account of the Borrower, pursuant to the terms and conditions specified in the Credit Agreement.
WHEREAS, each Guarantor acknowledges that it is an integral part of a consolidated enterprise and that it will receive direct and indirect benefits from the availability of the credit facility provided for in the Credit Agreement, from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the L/C Issuer.
WHEREAS, the obligations of the Lenders to make Loans and of the L/C Issuer to issue Letters of Credit are each conditioned upon, among other things, the execution and delivery by the Guarantors of a guaranty in the form hereof. As consideration therefor, and in order to induce the Lenders to make Loans and the L/C Issuer to issue Letters of Credit, the Guarantors are willing to execute this Guaranty.
Accordingly, each Guarantor hereby agrees as follows:
SECTION 1. Guaranty. Each Guarantor irrevocably and unconditionally guaranties, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment when due (whether at the stated maturity, by required prepayment, by acceleration or otherwise) and performance by the Borrowers of all Obligations (collectively, the Guaranteed Obligations), including all such Guaranteed Obligations which would become due but for the operation of any Debtor Relief Law. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any extension or renewal of any Guaranteed Obligation.