First Amendment Post-Closing Actions Clause Samples
First Amendment Post-Closing Actions. Deliver to the Administrative Agent within 45 days of the First Amendment Effective Date (or such later date as agreed to by the Administrative Agent in writing):
(a) A Mortgage with respect to each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, WI 53563 (each a “Post-Closing Property” and, collectively, the “Post-Closing Properties”), executed and delivered by a duly authorized officer of each party thereto.
(b) For each of the Post-Closing Properties either (a) a recent or updated survey of each of the Post-Closing Properties, in form and substance satisfactory to the Administrative Agent or (b) an existing survey of each of the Post-Closing Properties (without update), together with an affidavit of no change (or with changes noted therein to the extent the Administrative Agent has not objected), so long as the title insurance company issuing the policy referred to in clause (c) below (the “Title Insurance Company”) shall agree to issue the mortgagee’s title insurance policy, excluding the standard survey exception, but including the survey dependent endorsements.
(c) In respect of each of the Post-Closing Properties a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (1) be in an amount reasonably satisfactory to the Administrative Agent; (2) be issued at ordinary rates; (3) insure that the Mortgage insured thereby creates a valid first Lien on each of the Post-Closing Properties free and clear of all defects and encumbrances, except as permitted under Section 7.03 hereof; (4) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (5) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (6) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (7) be issued by First American Title Insurance Company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.
(d) For any of the Post-Closing Properties that are located in a special flood hazard area under the National Flood Insurance Act of 1968, the Administrative Agent shall have received (1) a policy of flood insurance that (A) covers any parcel of improved real property that i...
First Amendment Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 9.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 9.20 or such other time periods as the Administrative Agent may agree. The provisions of Schedule 9.20 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All provisions of this Agreement and the other Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as otherwise provided in the Loan Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the First Amendment Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 9.20 and (b) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 9.20 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by the Borrowers to each of the Lenders that the actions required pursuant to this Section 9.20 will be, or have been, taken within the relevant time periods referred to in this Section 9.20 and that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct in all material respects without any modification pursuant to this Section 9.20. The parties hereto acknowledge and agree that the failure to take any of the actions required above (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.”