Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may be purchased by the Issuer unless each of the following criteria is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “Investment Criteria”); provided that the criteria set forth in clauses (ii) through (v) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date: (i) such obligation is a Collateral Obligation; (ii) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied; (iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved; (iv) (I) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Defaulted Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied, (II) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance of all Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be maintained or increased (when compared to the Adjusted Collateral Principal Amount immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount will be greater than (or equal to) the Reinvestment Target Par Balance and (III) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any other Collateral Obligation, the Collateral Manager shall use commercially reasonable efforts to ensure that after giving effect to such purchase, the Reinvestment Balance Criteria will be satisfied; (v) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and (vi) the date on which the Issuer (or the Collateral Manager on behalf of the Issuer) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If the Issuer has entered into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Trustee a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify to the Trustee (which certification will be deemed to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement of such Collateral Obligations.
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Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may such Principal Proceeds and other amounts shall be purchased by used to purchase additional obligations subject to the Issuer unless requirement that each of the following criteria (such criteria collectively, the “Investment Criteria”) is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “Investment Criteria”)to; provided that the criteria set forth in clauses (iiiii) through and (viv) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date:
(i) such obligation is a Collateral Obligation;
(ii) if the commitment to make such purchase occurs on or after the Effective Date (or, in the case of an additional Collateral Obligation purchased with the proceeds from Interest Coverage Tests, on or after the sale of a Credit Risk ObligationInterest Coverage Test Effective Date), either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;
(iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;
(iviii) (IA) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the aggregate outstanding principal balance Aggregate Principal Balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or sale, (2) the Reinvestment Balance Criteria will be satisfied, (II) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance of all Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Aggregate Principal Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount Obligations will be maintained or increased (when compared to the Adjusted Aggregate Principal Balance of the Collateral Principal Amount Obligations immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be greater than (or at least equal to) to the Reinvestment Target Par Balance and (IIIB) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any a Collateral Obligation (other than a Credit Improved Obligation), either (1) the Aggregate Principal Balance of the Collateral ObligationObligations will be maintained or increased (when compared to the Aggregate Principal Balance of the Collateral Obligations immediately prior to such sale) or (2) the Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Manager shall use commercially reasonable efforts Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to ensure that after giving effect the purchase of such additional Collateral Obligation) will be at least equal to such purchase, the Reinvestment Balance Criteria will be satisfiedTarget Par Balance;
(viv) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and;
(viv) the date on which the Issuer (or the Collateral Manager on behalf of the Issuerits behalf) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If ;
(vi) with respect to the Issuer has entered into use of Sale Proceeds of Credit Improved Obligations, so long as a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Restricted Trading Period which purchase is not scheduled to settle prior to the end in effect, any of the Reinvestment Period following conditions is satisfied: (such Collateral Obligation, a “Post-Reinvestment Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by 1) the Issuer prior to the end Aggregate Principal Balance of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Trustee a schedule of all Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify such Sale Proceeds will be greater than or equal to the Trustee Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (which certification 2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be deemed maintained or increased (when compared to be made upon delivery the Adjusted Collateral Principal Amount immediately prior to such sale) or (3) after giving effect to such reinvestment of such scheduleSale Proceeds, the Aggregate Principal Balance of all Collateral Obligations (excluding the Collateral Obligation being sold but including, without duplication, the anticipated cash proceeds of such sale) that sufficient Principal Proceeds are available (including for this purposeplus, cash without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Collection Subaccount as well as any Principal Proceeds that Proceeds, will be received by greater than (or equal to) the Issuer from Reinvestment Target Par Balance;
(vii) the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement purchase of such Collateral ObligationsObligation would not cause a Retention Deficiency; and
(viii) the Originator Requirement is satisfied immediately after giving effect to such reinvestment.
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Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may be purchased by the Issuer unless each of the following criteria is are satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “Investment Criteria”)to; provided that the criteria set forth in clauses (iiiii) through and (viv) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date:Date (such criteria collectively, the “Investment Criteria”):
(i) such obligation is a Collateral Obligation;
(ii) if the commitment to make such purchase occurs on or after the Effective Date (or, in the case of an additional Collateral Obligation purchased with the proceeds from Interest Coverage Tests, on or after the sale of a Credit Risk ObligationDetermination Date occurring immediately prior to the second Payment Date), either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;
(iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;
(iviii) (IA) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or sale, (2) the Reinvestment Balance Criteria will be satisfied, (II) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance of all the Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be maintained or increased (when compared to the Adjusted aggregate outstanding principal balance of the Collateral Principal Amount Obligations immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be greater than (or at least equal to) to the Reinvestment Target Par Balance and (IIIB) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any other a Collateral Obligation, either (1) the aggregate outstanding principal balance of the Collateral Manager shall use commercially reasonable efforts Obligations will be maintained or increased (when compared to ensure that after giving effect the aggregate outstanding principal balance of the Collateral Obligations immediately prior to such purchasesale) or (2) the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Reinvestment Balance Criteria Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be satisfiedat least equal to the Reinvestment Target Par Balance;
(viv) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and
(viv) the date on which the Issuer (or the Collateral Manager on behalf of the Issuerits behalf) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If the Issuer has entered into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation. ; provided, that the Collateral Manager believes, in its commercially reasonable business judgment, that the settlement date with respect to such purchase will occur within 45 Business Days of the date of the trade ticket or other commitment to purchase such Collateral Obligations.Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Trustee a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify to the Trustee (which certification will be deemed to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement of such Collateral Obligations.Obligation..
Appears in 1 contract
Samples: Indenture (Golub Capital BDC, Inc.)
Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may be purchased by the Issuer unless each of the following criteria is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “"Investment Criteria”"); provided that the criteria set forth in clauses (ii) through and (viv) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date:
(i) such obligation is a Collateral Obligation;
(ii) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;
(iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;
(iviii) (I) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the aggregate outstanding principal balance Aggregate Principal Balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied, (II) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance Aggregate Principal Balance of all Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be maintained or increased (when compared to the Adjusted Collateral Principal Amount immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount will be greater than (or equal to) the Reinvestment Target Par Balance and (III) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any other Collateral Obligation, the Collateral Manager shall use commercially reasonable efforts to ensure that after giving effect to such purchase, the Reinvestment Balance Criteria will be satisfied;
(viv) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and
(viv) the date on which the Issuer (or the Collateral Manager on behalf of the Issuer) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If the Issuer has entered into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “"Post-Reinvestment Period Settlement Obligation”"), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds Pxxxxxxx received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Collateral Trustee and the Collateral Administrator a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify to the Collateral Trustee (which certification will be deemed to be made upon delivery of such schedule) (with a copy to the Collateral Administrator) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement of such Collateral Obligations.
Appears in 1 contract
Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may be purchased by the Issuer unless each of the following criteria is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “Investment Criteria”)to; provided that the criteria set forth in clauses (iiiii) through and (viv) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date:Date (such criteria collectively, the “Investment Criteria”):
(i) (A) (1) such obligation is a Collateral ObligationObligation and (2) to the knowledge of the Issuer, such obligation will not prevent the Issuer from qualifying for the “loan securitization” exemption from the definition of “covered fund” provided for in the Final Vxxxxxx Regulations and (B) (x) the Retention Test is satisfied prior to and after giving effect to such investment or (y) if the Retention Test is not satisfied immediately prior to giving effect to such investment, such obligation is originated, directly or indirectly through Affiliates, by the Transferor and is acquired by the Issuer from the Transferor pursuant to the Loan Sale Agreement;
(ii) if the commitment to make such purchase occurs on or after the Effective Date (or, in the case of an additional Collateral Obligation purchased with the proceeds from Interest Coverage Tests, on or after the sale of a Credit Risk ObligationDetermination Date occurring immediately prior to the second Payment Date), either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;
(iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;
(iviii) (IA) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or sale, (2) the Reinvestment Balance Criteria will be satisfied, (II) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance of all the Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be maintained or increased (when compared to the Adjusted aggregate outstanding principal balance of the Collateral Principal Amount Obligations immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be greater than (or at least equal to) to the Reinvestment Target Par Balance and (IIIB) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any other a Collateral Obligation, either (1) the aggregate outstanding principal balance of the Collateral Manager shall use commercially reasonable efforts Obligations will be maintained or increased (when compared to ensure that after giving effect the aggregate outstanding principal balance of the Collateral Obligations immediately prior to such purchasesale) or (2) the Adjusted Collateral Principal Amount (excluding the Collateral Obligation being sold but including, without duplication, the Reinvestment Balance Criteria Collateral Obligation being purchased and the anticipated cash proceeds, if any, of such sale that are not applied to the purchase of such additional Collateral Obligation) will be satisfiedat least equal to the Reinvestment Target Par Balance;
(viv) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and
(viv) the date on which the Issuer (or the Collateral Manager on behalf of the Issuerits behalf) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If the Issuer has entered into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation; provided, that the Collateral Manager believes, in its commercially reasonable business judgment, that the settlement date with respect to such purchase will occur within 45 Business Days of the date of the trade ticket or other commitment to purchase such Collateral Obligations. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Trustee a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify to the Trustee (which certification will be deemed to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement of such Collateral ObligationsObligation.
Appears in 1 contract
Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may be purchased by the Issuer unless each of the following criteria is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “Investment Criteria”); provided that the criteria set forth in clauses (iiiii) through and (v) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date:
(i) such obligation is a Collateral Obligation;
(ii) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;
(iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;
(iv) (I) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Defaulted Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied, (II) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance of all Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be maintained or increased (when compared to the Adjusted Collateral Principal Amount immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount will be greater than (or equal to) the Reinvestment Target Par Balance and (III) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any other Collateral Obligation, the Collateral Manager shall use commercially reasonable efforts to ensure that after giving effect to such purchase, the Reinvestment Balance Criteria will be satisfied;
(v) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and
(vi) the date on which the Issuer (or the Collateral Manager on behalf of the Issuer) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If the Issuer has entered into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “Post-Reinvestment Period Settlement Obligation”), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Trustee Collateral Agent a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify to the Trustee Collateral Agent (which certification will be deemed to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement of such Collateral Obligations.
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
Investment during the Reinvestment Period. During the Reinvestment Period, no obligation may be purchased by the Issuer unless each of the following criteria is satisfied as of the date the Collateral Manager commits on behalf of the Issuer to make such purchase, in each case as determined by the Collateral Manager after giving effect to such purchase and all other sales or purchases previously or simultaneously committed to (such criteria collectively, the “"Investment Criteria”"); provided that the criteria set forth in clauses (ii) through and (viv) below need only be satisfied with respect to purchases of Collateral Obligations occurring on or after the Effective Date:
(i) such obligation is a Collateral Obligation;
(ii) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, either (1) the aggregate outstanding principal balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied;
(iii) each Coverage Test will be satisfied, or if not satisfied, such Coverage Test will be maintained or improved;
(iviii) (IA) in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation or a Defaulted Obligation, either (1) the aggregate outstanding principal balance Aggregate Principal Balance of all additional Collateral Obligations purchased with the proceeds from such sale will at least equal the Sale Proceeds from such sale or (2) the Reinvestment Balance Criteria will be satisfied, (IIB) in the case of the use of Sale Proceeds of Credit Improved Obligations, either (1) the aggregate outstanding principal balance Investment Criteria Adjusted Balance of all Collateral Obligations purchased with such Sale Proceeds will be greater than or equal to the Investment Criteria Adjusted Balance of the disposed Collateral Obligations, (2) after giving effect to such purchase, the Adjusted Collateral Principal Amount will be maintained or increased (when compared to the Adjusted Collateral Principal Amount immediately prior to such sale) or (3) after giving effect to such reinvestment of such Sale Proceeds, the Adjusted Collateral Principal Amount will be greater than (or equal to) the Reinvestment Target Par Balance and (IIIC) in the case of any other purchase of additional Collateral Obligations purchased with the proceeds from the sale of any other Collateral Obligation, the Collateral Manager shall use commercially reasonable efforts to ensure that after giving effect to such purchase, the Reinvestment Balance Criteria will be satisfied;
(viv) either (A) each requirement or test, as the case may be, of the Concentration Limitations and the Collateral Quality Tests (except, in the case of an additional Collateral Obligation purchased with the proceeds from the sale of a Credit Risk Obligation, a Defaulted Obligation or an Equity Security, the S&P CDO Monitor Test) will be satisfied or (B) if any such requirement or test was not satisfied immediately prior to such investment, such requirement or test will be maintained or improved after giving effect to the investment; and
(viv) the date on which the Issuer (or the Collateral Manager on behalf of the Issuer) commits to purchase such Collateral Obligation occurs during the Reinvestment Period. If the Issuer has entered into a written trade ticket or other written binding commitment to purchase a Collateral Obligation during the Reinvestment Period which purchase is not scheduled to settle prior to the end of the Reinvestment Period (such Collateral Obligation, a “"Post-Reinvestment Period Settlement Obligation”"), such Post-Reinvestment Period Settlement Obligation shall be treated as having been purchased by the Issuer prior to the end of the Reinvestment Period for purposes of the Investment Criteria, and Principal Proceeds Pxxxxxxx received after the end of the Reinvestment Period may be applied to the payment of the purchase price of such Post-Reinvestment Period Settlement Obligation. Not later than the Business Day immediately preceding the end of the Reinvestment Period, the Collateral Manager shall deliver to the Trustee a schedule of Collateral Obligations purchased by the Issuer with respect to which purchases the trade date has occurred but the settlement date has not yet occurred and shall certify to the Trustee (which certification will be deemed to be made upon delivery of such schedule) that sufficient Principal Proceeds are available (including for this purpose, cash on deposit in the Principal Collection Subaccount as well as any Principal Proceeds that will be received by the Issuer from the sale of Collateral Obligations for which the trade date has already occurred but the settlement date has not yet occurred) to effect the settlement of such Collateral Obligations.
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