First Priority Representatives Assurances Clause Samples
The 'First Priority Representatives Assurances' clause establishes that certain parties, typically lenders or secured creditors, are assured of having the highest-ranking claim or security interest over specified assets. In practice, this means that the borrower or debtor must confirm that no other party holds a superior or equal claim to the collateral, and may be required to provide documentation or legal opinions to support this assurance. The core function of this clause is to protect the interests of the first priority representative by ensuring their claim will be satisfied before any others in the event of default or liquidation, thereby reducing the risk of competing claims.
First Priority Representatives Assurances. The New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, may condition its performance of any obligation set forth in this Section 7 upon its prior receipt (without cost to it) of:
(a) such assurances as it may reasonably request to confirm that the performance of such obligation and all activities of the ABL Agent or its officers, employees and agents in connection therewith or incidental thereto:
(i) will be permitted, lawful and enforceable under applicable law; and
(ii) will not impose upon the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral (or any First Priority Secured Party with respect to such Collateral) any legal duty, legal liability, expense or risk of uninsured loss; and
(b) such indemnity, security and insurance as the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, may reasonably request in connection therewith.
First Priority Representatives Assurances. The New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, may condition its performance of any obligation set forth in this Section 7 upon its prior receipt (without cost to it) of:
First Priority Representatives Assurances. The Authorized Term Collateral Agent, as First Priority Representative with respect to the Term Priority Collateral, and each other First Priority Representative with respect to the Term Priority Collateral, may condition its performance of any obligation set forth in this Section 7 upon its prior receipt (without cost to it) of:
(a) such assurances as it may reasonably request to confirm that the performance of such obligation and all activities of the ABL Agent or its officers, employees and agents in connection therewith or incidental thereto:
(i) will be permitted, lawful and enforceable under applicable law; and
(ii) will not impose upon the Authorized Term Collateral Agent, as First Priority Representative with respect to the Term Priority Collateral (or such other First Priority Secured Party with respect to such Collateral) any legal duty, legal liability, expense or risk of uninsured loss; and
(b) such indemnity, security and insurance as the Authorized Term Collateral Agent, as First Priority Representative with respect to the Term Priority Collateral (or such other First Priority Secured Party with respect to such Collateral), may reasonably request in connection therewith.