Common use of Guarantors of Other Indebtedness Clause in Contracts

Guarantors of Other Indebtedness. Notify the Administrative Agent at any time that (i) any Restricted Subsidiary that is not a Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness, any Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof), in each case, with an aggregate principal amount in excess of the Threshold Amount and where the primary obligor of such Indebtedness is not a Foreign Subsidiary or (ii) any Excluded Subsidiary becomes a guarantor of or otherwise provides credit support for any Indebtedness of the Borrower or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount, and concurrently with such Restricted Subsidiary or such Excluded Subsidiary, as applicable, becoming a guarantor thereunder or providing credit support therefor, cause such Person, if such Person is a US Subsidiary (or, if such Person is not a US Subsidiary but such Person nevertheless becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness, Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof), in each case, where the primary obligor of such Indebtedness is not a Foreign Subsidiary), to take all of the actions required pursuant to (1) clauses (A) through (F) of subsection (a) of this Section 9.13 and (2) if applicable, clause (c) of this Section 9.13.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc)

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Guarantors of Other Indebtedness. Notify the Administrative Agent at any time that (i) any Restricted Subsidiary that is not a Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness, Indebtedness or any Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof)Documentation, in each case, with an aggregate principal amount in excess of the Threshold Amount and where the primary obligor of such Indebtedness is not a Foreign Subsidiary or (ii) any Excluded Subsidiary becomes a guarantor of or otherwise provides credit support for any Indebtedness of the Borrower or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount, and concurrently with such Restricted Subsidiary or such Excluded Subsidiary, as applicable, becoming a guarantor thereunder or providing credit support therefor, cause such Person, if such Person is a US Subsidiary (or, if such Person is not a US Subsidiary but such Person nevertheless becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness, Indebtedness or Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof)Documentation, in each case, where the primary obligor of such Indebtedness is not a Foreign Subsidiary), to take all of the actions required pursuant to (1) clauses (A) through (F) of subsection (a) of this Section 9.13 and (2) if applicable, clause (c) of this Section 9.13.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc), Term Loan Credit Agreement (Beacon Roofing Supply Inc)

Guarantors of Other Indebtedness. Notify the Administrative Agent at any time that (i) any Restricted Subsidiary that is not a Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness, any Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof), in each case, with an aggregate principal amount in excess of the Threshold Amount and where the primary obligor of such Indebtedness is not a Foreign Subsidiary or (ii) any Excluded Subsidiary becomes a guarantor of or otherwise provides credit support for any Indebtedness of the Borrower or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount, and concurrently with such Restricted Subsidiary or such Excluded Subsidiary, as applicable, becoming a guarantor thereunder or providing credit support therefor, cause such Person, if such Person is a US Subsidiary (or, if such Person is not a US Subsidiary but such Person nevertheless becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness, Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof), in each case, where the primary obligor of such Indebtedness is not a Foreign Subsidiary), to take all of the actions required pursuant to (1) clauses (A) through (F) of subsection (a) of this Section 9.13 and (2) if applicable, clause (c) of this Section 9.13.through

Appears in 1 contract

Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc)

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Guarantors of Other Indebtedness. Notify the Administrative Agent at any time that (i) any Restricted Subsidiary that is not a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Indebtedness or Senior Unsecured Indebtedness, any Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof), in each case, with an aggregate principal amount in excess of the Threshold Amount and where the primary obligor of such Indebtedness is not a Foreign Subsidiary or (ii) any Excluded Subsidiary becomes a guarantor of or otherwise provides credit support for any Indebtedness of the Borrower or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amountother Person, and concurrently with such Restricted Subsidiary or such Excluded Subsidiary, as applicable, becoming a guarantor thereunder or providing credit support therefor, cause such Person, Person to take all of the actions required pursuant to (A) if such Person is a US Subsidiary (or, notwithstanding anything to the contrary contained in this Agreement, if such Person is not a US Subsidiary but such Person nevertheless becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Indebtedness or Senior Unsecured Indebtedness, Indebtedness in respect of the ABL Facility Documentation or the 2026 Senior Notes Documentation (or, in each case, documentation governing any Refinancing Indebtedness in respect thereof), in each case, where the primary obligor of such Indebtedness is not a Foreign Subsidiary), to take all of the actions required pursuant to (1) clauses (A) through (F) of subsection (aa)(i) of this Section 9.13 and (2) if applicable, clause (c) of this Section 9.13 and (B) if such Person is a Canadian Subsidiary (or, notwithstanding anything to the contrary contained in this Agreement, if such Person is not a US Subsidiary or a Canadian Subsidiary but such Person nevertheless becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness or Senior Unsecured Indebtedness), (1) clauses (A) through (F) of subsection (a)(i)(ii) of this Section 9.13 and (2) if applicable, clause (c) of this Section 9.13.

Appears in 1 contract

Samples: Credit Agreement (Beacon Roofing Supply Inc)

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