Loan to Value. (a) Not more than once during any calendar year with respect to each Qualified Loan, Farmer Mac may notify Issuer of Farmer Mac's determination (such notice, a "Deficient LTV Notice") that the Loan-to-Value Requirement with respect to such Qualified Loan is not satisfied. Any such Deficient LTV Notice shall include a table of market values of the Underlying Collateral Properties securing the applicable Qualified Loan used by Farmer Mac (which may be based upon Farmer Mac's internal valuation practices) in calculating the Loan-to-Value Ratio of such Qualified Loan. For purposes of this Section 6.04(a), the Loan-to-Value Ratio of the applicable Qualified Loan will be calculated as of the applicable date of determination by dividing (a) the aggregate unpaid balance of such Qualified Loan as of such date by (b) the aggregate value of the Underlying Collateral Properties securing such Qualified Loan (as set forth in the applicable table of market values in accordance with the immediately preceding sentence) as of such date, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac). (b) If Farmer Mac shall deliver a Deficient LTV Notice, Issuer shall within ten (10) days of receipt thereof provide irrevocable notice to Farmer Mac that Issuer will undertake one of the following actions: (i) obtain new appraisals of some or all of the Underlying Collateral Properties directly securing (and not by virtue of cross collateralization) the applicable Qualified Loan in a scope and manner Issuer reasonably expects to result in an appraised value sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (a "New Appraisal Election"), (ii) cause the applicable Borrower to pledge additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (an "Additional Underlying Collateral Election") or (iii) provide evidence reasonably acceptable to Farmer Mac that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loans, if applicable); provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03. (c) If Issuer shall make a New Appraisal Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such New Appraisal Election, deliver to Farmer Mac appraisals (which shall be prepared by certified appraisers) acceptable to Farmer Mac of some or all of the Underlying Collateral Properties securing the applicable Qualified Loan sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement, as determined by Farmer Mac and disregarding for purposes of this determination the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac). If following its receipt and review of such appraisals Farmer Mac shall determine that the Loan-to-Value Ratio with respect to the applicable Qualified Loan does not satisfy the Loan-to-Value Requirement as determined in accordance with the immediately preceding sentence, then Issuer shall, within ten (10) days after receipt of notice thereof from Farmer Mac, either (i) provide evidence to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac), or (ii) provide evidence that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loan, if applicable) as determined in accordance with the immediately preceding sentence; provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03. (d) If Issuer shall make an Additional Underlying Collateral Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such Additional Underlying Collateral Election, provide evidence to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac).
Appears in 1 contract
Samples: Bond Purchase and Security Agreement (Farmland Partners Inc.)
Loan to Value. The Issuer shall at all times cause the Aggregate LTV to not exceed the Maximum Aggregate LTV and, if the Trustee, at the direction of the Required Holders, or any Obligor Party shall determine that the Aggregate LTV exceeds the Maximum Aggregate LTV (an “Excess LTV Event”), the Trustee or such Obligor Party shall promptly notify the other Party of such Excess LTV Event (an “Excess LTV Notice”). If, within five (5) Business Days following the delivery of an Excess LTV Notice, the Issuer: (a) Not more than once during partially redeems the Notes (without the payment of any calendar year Applicable Premium) and/or causes any PropCo to pay down any Permitted Senior Facility, in each case, in an amount that causes the Aggregate LTV to no longer exceed the Maximum Aggregate LTV; or (b) (i) delivers an Additional Property Notice with respect to an Additional Property in accordance with (and subject to) Section 5.2, together with a Qualifying Appraisal with respect to the Additional Property and each Qualified LoanProperty, Farmer Mac may notify Issuer in each case dated not earlier than twelve (12) months prior to the applicable date, showing an appraised value for such Additional Property which (if added to the aggregate appraised value of Farmer Mac's determination the Properties pursuant to such Qualifying Appraisals) would result in an Aggregate LTV that is less than or equal to the Maximum Aggregate LTV, (such noticeii) within sixty (60) days thereafter, a "Deficient LTV Notice") that satisfies 40 each of the Loan-to-Value Requirement Additional Property Requirements with respect to such Qualified Loan is not satisfied. Any such Deficient LTV Additional Property Notice shall include a table of market values of and (iii) following the Underlying Collateral Properties securing the applicable Qualified Loan used by Farmer Mac (which may be based upon Farmer Mac's internal valuation practices) in calculating the Loan-to-Value Ratio addition of such Qualified Loan. For purposes of this Section 6.04(a)Additional Property to the Collateral, the Loan-to-Value Ratio Aggregate LTV no longer exceeds the Maximum Aggregate LTV, then such Excess LTV Event shall be deemed to have been cured and shall not be an Event of Default. If the applicable Qualified Loan will be calculated as Issuer fails to timely satisfy the requirements of the applicable date of determination by dividing either clause (a) the aggregate unpaid balance of such Qualified Loan as of such date by or clause (b) the aggregate value of the Underlying Collateral Properties securing such Qualified Loan (as set forth in the applicable table of market values in accordance with the immediately preceding sentence) as of such date, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac).
(b) If Farmer Mac shall deliver a Deficient LTV Notice, Issuer shall within ten (10) days of receipt thereof provide irrevocable notice to Farmer Mac that Issuer will undertake one of the following actions: (i) obtain new appraisals of some or all of the Underlying Collateral Properties directly securing (and not by virtue of cross collateralization) the applicable Qualified Loan in a scope and manner Issuer reasonably expects to result in an appraised value sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (a "New Appraisal Election"), (ii) cause the applicable Borrower to pledge additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (an "Additional Underlying Collateral Election") or (iii) provide evidence reasonably acceptable to Farmer Mac that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loans, if applicable); provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03.
(c) If Issuer shall make a New Appraisal Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such New Appraisal Election, deliver to Farmer Mac appraisals (which shall be prepared by certified appraisers) acceptable to Farmer Mac of some or all of the Underlying Collateral Properties securing the applicable Qualified Loan sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement, as determined by Farmer Mac and disregarding for purposes of this determination the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac). If following its receipt and review of such appraisals Farmer Mac shall determine that the Loan-to-Value Ratio with respect to the applicable Qualified Loan does not satisfy the Loan-to-Value Requirement as determined in accordance with the immediately preceding sentenceabove, then Issuer shall, within ten (10) days after receipt such failure shall constitute an Event of Default without any further notice thereof from Farmer Mac, either (i) provide evidence to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac), or (ii) provide evidence that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loan, if applicable) as determined in accordance with the immediately preceding sentence; provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03cure.
(d) If Issuer shall make an Additional Underlying Collateral Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such Additional Underlying Collateral Election, provide evidence to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac).
Appears in 1 contract
Samples: Indenture (Green Plains Inc.)
Loan to Value. (a) Not more than once during any calendar year with respect Borrower shall maintain a Loan to each Qualified Loan, Farmer Mac may notify Issuer of Farmer Mac's determination (such notice, a "Deficient LTV Notice") that the Loan-to-Value Requirement with respect to such Qualified Loan is not satisfied. Any such Deficient LTV Notice shall include a table of market values of the Underlying Collateral Properties securing the applicable Qualified Loan used by Farmer Mac (which may be based upon Farmer Mac's internal valuation practices) in calculating the Loan-to-Value Ratio no greater than 60%, measured as of such Qualified Loan. For purposes March 29, 2017, and March 29 of each year thereafter to the Maturity Date (this Section 6.04(a)requirement, the Loan-to-“Loan to Value Ratio of the applicable Qualified Loan will be calculated as of the applicable date of determination by dividing (a) the aggregate unpaid balance of such Qualified Loan as of such date by (b) the aggregate value of the Underlying Collateral Properties securing such Qualified Loan (as set forth in the applicable table of market values in accordance with the immediately preceding sentence) as of such date, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer MacCovenant”).
(b) If Farmer Mac Lender shall deliver a Deficient LTV Notice, Issuer shall within ten (10) days promptly notify Borrower of receipt thereof provide irrevocable notice to Farmer Mac that Issuer will undertake one any violation of the following actions: (i) obtain new appraisals Loan to Value Covenant, along with a table of some or all Market Values of the Underlying Collateral Properties directly securing (and not various parcels of Mortgaged Land utilized by virtue Lender for purposes of cross collateralization) calculating the applicable Qualified Loan in a scope and manner Issuer reasonably expects to result in an appraised value sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (a "New Appraisal Election"), (ii) cause the applicable Borrower to pledge additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (an "Additional Underlying Collateral Election") or (iii) provide evidence reasonably acceptable to Farmer Mac that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loans, if applicable); provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03Ratio.
(c) If Issuer shall make a New Appraisal Election, Issuer shall, within ninety (90) days after Farmer MacWithin ten Business Days following Borrower's receipt of such New Appraisal Election, deliver to Farmer Mac appraisals (which shall be prepared by certified appraisers) acceptable to Farmer Mac any notice from Lender of some or all a violation of the Underlying Collateral Properties securing the applicable Qualified Loan sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value RequirementCovenant, as determined by Farmer Mac and disregarding for purposes of this determination the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac). If following its receipt and review of such appraisals Farmer Mac shall determine that the Loan-to-Value Ratio with respect to the applicable Qualified Loan does not satisfy the Loan-to-Value Requirement as determined in accordance with the immediately preceding sentence, then Issuer Borrower shall, within ten (10) days after receipt of notice thereof from Farmer MacBusiness days, either (i) provide evidence make a Prepayment which, if made prior to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements date of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio measurement of the applicable Qualified Borrower's Loan to satisfy Value Ratio, would have caused Borrower to be in compliance with the Loan-to-Loan to Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac), Covenant; or (ii) provide evidence deliver notice to Lender that the applicable Qualified Loan has been repaid Borrower will, at its own expense, obtain a new Conforming Appraisal of all or prepaid a portion of Mortgaged Land (a “Reappraisal Notice”); or (iii) deliver notice to Lender that Borrower will grant Lender a first lien and security interest in an amount additional land with a Market Value sufficient to cause the Loan-to-Value Ratio of such Qualified Loan Borrower to satisfy the Loan-to-Value Requirement (with a corresponding reduction be in commitment amounts of the applicable Qualified Loan, if applicable) as determined in accordance with the immediately preceding sentence; provided, that, for the avoidance of doubt, Issuer shall also continue to comply compliance with Section 6.039.01(a) (an “Additional Mortgaged Land Notice”; and such additional Collateral, the “Additional Mortgaged Land”).
(d) If Issuer shall make an Additional Underlying Collateral ElectionBorrower delivers a Reappraisal Notice, Issuer Borrower shall, within ninety (90) 90 days after Farmer Mac's the date of the Reappraisal Notice, obtain and deliver to Lender, a new Conforming Appraisal of the Mortgaged Land (or that portion thereof specified by Borrower in the Reappraisal Notice). Promptly following receipt of such Additional Underlying Collateral Electionnew Farmland RE Term Loans 2016 Loan Agreement Loan No. 198280, provide evidence 198283 and 198284 11 Rev. 4.6.2015 Conforming Appraisal, Lender shall recalculate the Loan to Farmer Mac that Value Ratio using the Market Value established stated therein (and, if the new Conforming Appraisal does not include all of the Mortgaged Land, previously performed Conforming Appraisals of any such excluded Mortgaged Land), and notify Borrower of the results. If such recalculated Loan to Value Ratio is sufficient to comply with the Loan to Value Covenant, no further action by Borrower is required with respect to the Loan to Value Covenant for the applicable period. However, if such recalculated Loan to Value Ratio is insufficient for such purpose, Borrower shall, within ten Business Days after receipt of such notice from Lender, either (i) make a Prepayment which, if made prior to the date of measurement of such recalculated Loan to Value Ratio, would have caused Borrower to be in compliance with the Loan to Value Covenant; or (ii) deliver an Additional Mortgaged Land Notice.
(e) If Borrower delivers an Additional Mortgaged Land Notice, Lender's acceptance of the Additional Mortgaged Land as Collateral for the Loans is subject to satisfaction of the following no later than 45 days after the date of the Additional Mortgaged Land Notice:
(1) satisfactory completion of Lender's due diligence with respect to the Additional Mortgaged Land;
(2) Borrower has pledged additional real estate collateral satisfying delivered to Lender one or more Security Instruments covering the Additional Mortgaged Land, in form and substance satisfactory to Lender (individually and collectively, the “Additional Mortgaged Land Security Instrument”);
(3) the Market Value of the Additional Mortgaged Land is not less than that amount which will ensure compliance with Section 9.01(a);
(4) Lender has received evidence of leases under which the Additional Mortgaged Land is leased to third parties under lease agreements reasonably acceptable to Lender (the “Additional Mortgaged Land Leases”);
(5) except as otherwise approved by Lender, Lender has received evidence reasonably satisfactory to Lender, that all Additional Mortgaged Land Leases with a term ending more than one year after the date of the recording of the Additional Mortgaged Land Security Instrument, will be subordinate to mortgage lien created under the Additional Mortgaged Land Security Instrument;
(6) Lender has received evidence reasonably satisfactory to Lender, that all policies of insurance required under the Loan Documents with respect to the Additional Mortgaged Land are in full force and effect and all premiums for those policies have been paid through the date required by Lender;
(7) there has been no material adverse change in the Market Value of the existing Mortgaged Land, respectively;
(8) since the most recent Funding Date of any Loan, there has been no material adverse change in any Borrower's legal status or financial condition;
(9) First American Title Insurance Company or another title insurance underwriter acceptable to Lender, has irrevocably agreed to issue an ALTA Lender's policy of title insurance insuring the Additional Disbursement Security Instrument as a first lien on the Additional Disbursement Land in favor of Lender, with exceptions approved by Lender and no others, and otherwise in a form satisfactory to Lender;
(10) Lender has received an opinion of Borrower's counsel as to the Borrower's existence, due authorization and execution of the Additional Mortgaged Land Security Instrument and all other instruments and agreement delivered by Borrower and Guarantor in connection with the Additional Mortgaged Land, and the enforceability of the Additional Mortgaged Land Security Instrument and such other instruments and agreements in accordance with their terms, subject however to customary and reasonable assumptions, conditions and qualifications;
(11) Borrower has paid all other fees and expenses and other amounts required under this agreement to be paid by Borrower; and Farmland RE Term Loans 2016 Loan Agreement Loan No. 198280, 198283 and 198284 12 Rev. 4.6.2015
(12) such other conditions as may be reasonably required by Lender. If and when all of the Additional Mortgaged Land Conditions are satisfied, no further action by Borrower is required with respect to the Loan to Value Covenant for the applicable period.
(f) Simultaneously with Borrower's delivery of each and every Reappraisal Notice or Additional Mortgaged Land Notice, Borrower shall pay Lender a non-refundable review fee equal to the greater of (i) 0.15% of the additional Mortgaged Land Market Value required to cause Borrower to be in compliance with the Loan to Value Covenant, or (ii) $5,000.
(g) All Prepayments made under this Section 9.01 will be subject to the requirements of Schedule II Section 5.04.
(h) If and otherwise acceptable whenever the Loan to Farmer Mac sufficient to cause the Loan-to-Value Ratio is less than 50%, Borrower may request that Lender release certain Mortgaged Land with an appraised market value no greater than that which, if omitted from the calculation of the applicable Qualified Mortgaged Land Value would result in a Loan to satisfy the Loan-to-Value RequirementRation no greater than 50%. Lender may, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing at its option, agree to such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac)request.
Appears in 1 contract
Loan to Value. (a) Not more than once At all times during any calendar year with respect to each Qualified the term of the Loan, Farmer Mac may notify Issuer the unpaid principal balance of Farmer Macthe Loan shall not exceed fifty percent (50%) of the value of the Project, as determined by Lender in its sole discretion based on (i) the Appraisals obtained pursuant to Section 5.15 hereof or (ii) evaluations of the value of the Project prepared or obtained by Lender's determination (such notice, a "Deficient LTV Notice") that appraisal department in connection with any modifications of the LoanLoan Documents. If for any reason the loan-to-Value Requirement with respect to such Qualified Loan is not satisfied. Any such Deficient LTV Notice shall include a table of market values value ratio exceeds said percentage, then Borrower shall, upon Lender's demand, immediately reduce the unpaid principal balance of the Underlying Collateral Properties securing Loan, or deposit sufficient sums with Lender to reduce the applicable Qualified Loan used loan-to-value ratio to at or below said percentage. For the purposes of determining the loan-to-value ratio, the value of the Project as determined pursuant to any Appraisal or evaluation shall represent the fractional interest in the Project encumbered by Farmer Mac the Deed of Trust (which may be based upon Farmer Mac's internal valuation practicesadjusted by Lender from time to time in its sole discretion as fractional interests are sold and released) and, unless otherwise agreed or elected by Lender in calculating its sole and absolute discretion, shall not include the Loanvalue of Timeshare Intervals that have been sold or any amounts receivable in respect to the sale of such Timeshare Intervals. Borrower acknowledges that in connection with the Third Modification Agreement dated as of January 25, 1996, Lender, through its appraisal department, has ordered and will obtain an Appraisal or evaluation of the value of the Project and Borrower agrees, without limiting this Section 5.16, that if the results of such Appraisal/evaluation reflect a loan-to-Value Ratio value ratio of such Qualified Loan. For purposes of greater than 50%, Borrower will comply with this Section 6.04(a5.16.
2.2 The securing clause of the Security Agreement is modified in its entirety to read as follows: To secure performance of the covenants and agreements herein set forth and payment of Debtor's promissory note dated January 25, 1996 in the sum of Two Million Four Hundred Eighty-Five Thousand and no/100 Dollars ($2,485,000.00), the Loan-to-Value Ratio which Note restates Debtor's promissory note dated October 4, 1994, and interest as specified therein and any and all extensions or renewals thereof in whole or in part.
2.3 Recital B of the applicable Qualified Loan will be calculated Assignment is modified in its entirety to read as of the applicable date of determination by dividing (a) the aggregate unpaid balance of such Qualified Loan as of such date by (b) the aggregate value of the Underlying Collateral Properties securing such Qualified Loan (as set forth in the applicable table of market values in accordance with the immediately preceding sentence) as of such date, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac).
(b) If Farmer Mac shall deliver a Deficient LTV Notice, Issuer shall within ten (10) days of receipt thereof provide irrevocable notice to Farmer Mac that Issuer will undertake one of the following actions: (i) obtain new appraisals of some or all of the Underlying Collateral Properties directly securing (and not by virtue of cross collateralization) the applicable Qualified Loan in a scope and manner Issuer reasonably expects to result in an appraised value sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (a "New Appraisal Election"), (ii) cause the applicable Borrower to pledge additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (an "Additional Underlying Collateral Election") or (iii) provide evidence reasonably acceptable to Farmer Mac that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loans, if applicable); provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03.
(c) If Issuer shall make a New Appraisal Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such New Appraisal Election, deliver to Farmer Mac appraisals (which shall be prepared by certified appraisers) acceptable to Farmer Mac of some or all of the Underlying Collateral Properties securing the applicable Qualified Loan sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement, as determined by Farmer Mac and disregarding for purposes of this determination the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac). If following its receipt and review of such appraisals Farmer Mac shall determine that the Loan-to-Value Ratio with respect to the applicable Qualified Loan does not satisfy the Loan-to-Value Requirement as determined in accordance with the immediately preceding sentence, then Issuer shall, within ten (10) days after receipt of notice thereof from Farmer Mac, either (i) provide evidence to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac), or (ii) provide evidence that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loan, if applicable) as determined in accordance with the immediately preceding sentence; provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03.
(d) If Issuer shall make an Additional Underlying Collateral Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such Additional Underlying Collateral Election, provide evidence to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac).follows:
Appears in 1 contract
Samples: Modification Agreement (Ilx Inc/Az/)
Loan to Value. (a) Not more than once during any calendar year with respect Borrower shall maintain a Loan to each Qualified Loan, Farmer Mac may notify Issuer of Farmer Mac's determination (such notice, a "Deficient LTV Notice") that the Loan-to-Value Requirement with respect to such Qualified Loan is not satisfied. Any such Deficient LTV Notice shall include a table of market values of the Underlying Collateral Properties securing the applicable Qualified Loan used by Farmer Mac (which may be based upon Farmer Mac's internal valuation practices) in calculating the Loan-to-Value Ratio no greater than 60%, measured as of such Qualified Loan. For purposes June 29, 2023, and June 29 of each year thereafter to the Maturity Date (this Section 6.04(a)requirement, the Loan-to-“Loan to Value Ratio of the applicable Qualified Loan will be calculated as of the applicable date of determination by dividing (a) the aggregate unpaid balance of such Qualified Loan as of such date by (b) the aggregate value of the Underlying Collateral Properties securing such Qualified Loan (as set forth in the applicable table of market values in accordance with the immediately preceding sentence) as of such date, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer MacCovenant”).
(b) If Farmer Mac Lender shall deliver a Deficient LTV Notice, Issuer shall within ten (10) days promptly notify Borrower of receipt thereof provide irrevocable notice to Farmer Mac that Issuer will undertake one any violation of the following actions: (i) obtain new appraisals Loan to Value Covenant, along with a table of some or all Market Values of the Underlying Collateral Properties directly securing (and not various parcels of Mortgaged Land utilized by virtue Lender for purposes of cross collateralization) calculating the applicable Qualified Loan in a scope and manner Issuer reasonably expects to result in an appraised value sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (a "New Appraisal Election"), (ii) cause the applicable Borrower to pledge additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (an "Additional Underlying Collateral Election") or (iii) provide evidence reasonably acceptable to Farmer Mac that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio with respect to such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loans, if applicable); provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03Ratio.
(c) If Issuer shall Following Borrower’s receipt of any notice from Lender of a violation of the Loan to Value Covenant, Borrower shall, at its option, (i) within 90 days of such receipt make a New Prepayment which, if made prior to the date of measurement of the Loan to Value Ratio, would have caused Borrower to be in compliance with the Loan to Value Covenant; or (ii) within ten days of such receipt deliver notice to Lender that Borrower elects to have Lender, at Borrower’s expense, obtain a new Conforming Appraisal Electionof all or a portion of Mortgaged Land (a “Reappraisal Notice”); or (iii) within ten days of such receipt deliver notice to Lender that Borrower will grant Lender a first lien and security interest in Additional Mortgaged Land with a Market Value sufficient to cause Borrower to be in compliance with Section 6.01(a) (an ”Additional Mortgaged Land Notice”). Farmland Partners Inc. RXXX 0000 Loan no. 202721 Loan Agreement
(d) If Borrower delivers a Reappraisal Notice, Issuer Lender shall, within ninety (90) 90 days after Farmer Mac's the date of the Reappraisal Notice, and at Borrower’s expense obtain a new Conforming Appraisal of the Mortgaged Land (or that portion thereof specified by Borrower in the Reappraisal Notice). Promptly following receipt of such New new Conforming Appraisal, Lender shall recalculate the Loan to Value Ratio using the Market Value stated therein (and, if the new Conforming Appraisal Election, deliver to Farmer Mac appraisals (which shall be prepared by certified appraisers) acceptable to Farmer Mac of some or does not include all of the Underlying Collateral Properties securing Mortgaged Land, previously performed Conforming Appraisals of any such excluded Mortgaged Land), and notify Borrower of the applicable Qualified results. If such recalculated Loan to Value Ratio is sufficient to cause comply with the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value RequirementCovenant, as determined no further action by Farmer Mac and disregarding for purposes of this determination the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac). If following its receipt and review of such appraisals Farmer Mac shall determine that the Loan-to-Value Ratio Borrower is required with respect to the Loan to Value Covenant for the applicable Qualified period. However, if such recalculated Loan does not satisfy the Loan-to-to Value Requirement as determined in accordance with the immediately preceding sentenceRatio is insufficient for such purpose, then Issuer Borrower shall, within ten (10) days Business Days after receipt of notice thereof from Farmer MacLender of such insufficiency, either (i) provide evidence make a Prepayment which, if made prior to Farmer Mac that the date of measurement of such recalculated Loan to Value Ratio, would have caused Borrower to be in compliance with the Loan to Value Covenant; or (ii) deliver an Additional Mortgaged Land Notice.
(e) If Borrower delivers an Additional Mortgaged Land Notice, Lxxxxx’s acceptance of the Additional Mortgaged Land as Collateral for the Loan is subject to the following:
(1) satisfaction of the requirements of Section 3.03(d) applicable to Additional Mortgaged Land (other than Section 3.03(d)(15)), no later than 45 days after the date of the Additional Mortgaged Land Notice;
(2) payment or reimbursement of Lender for all of Lxxxxx’s Expenses related to the acceptance of the Additional Mortgaged Land, including without limitation, any title insurance and recording costs and appraisal fees; and
(3) such other conditions as may be reasonably required by Lxxxxx.
(f) If and when all of the Additional Mortgaged Land Conditions are satisfied, no further action by Borrower is required with respect to the Loan to Value Covenant for the applicable period.
(g) Simultaneously with Borrower’s delivery of each and every Reappraisal Notice or Additional Mortgaged Land Notice, Borrower has pledged shall pay Lender a non-refundable review fee equal to the greater of (i) 0.15% of the additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient Mortgaged Land Market Value required to cause Borrower to be in compliance with the Loan-to-Value Ratio of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac)Covenant, or (ii) provide evidence that the applicable Qualified Loan has been repaid or prepaid in an amount sufficient to cause the Loan-to-Value Ratio of such Qualified Loan to satisfy the Loan-to-Value Requirement (with a corresponding reduction in commitment amounts of the applicable Qualified Loan, if applicable) as determined in accordance with the immediately preceding sentence; provided, that, for the avoidance of doubt, Issuer shall also continue to comply with Section 6.03$5,000.
(dh) If Issuer shall make an Additional Underlying Collateral Election, Issuer shall, within ninety (90) days after Farmer Mac's receipt of such Additional Underlying Collateral Election, provide evidence Prepayments made under this Section 6.01 will not be subject to Farmer Mac that the applicable Borrower has pledged additional real estate collateral satisfying the applicable requirements of Schedule II and otherwise acceptable to Farmer Mac sufficient to cause the Loan-to-Value Ratio Section 2.04 regarding payment of the applicable Qualified Loan to satisfy the Loan-to-Value Requirement, disregarding for purposes of this calculation the value of any Underlying Collateral Properties securing such Qualified Loan by virtue of cross-collateralization (as reasonably determined by Farmer Mac)a Prepayment Premium.
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