GCBC · Greene County Bancorp Inc · Debt

Verified covenant terms

• Section 7(f) · Compliance Certificate The Company will deliver to the Noteholders, within (i) 45 days after the end of each of the first three fiscal quarters and (ii) 120 days after the end of each fiscal year, an Officer’s Certificate Exceptions: without regard to notice requirements or periods of grace 7. Affirmative Covenants of the Company.
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  Source evidence: (f) Compliance Certificate. The Company will deliver to the Noteholders, within (i) 45 days after the end of each of the first three fiscal quarters and (ii) 120 days after the end of each fiscal year, an Officer’s Certificate covering the preceding fiscal quarter or fiscal year, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge.

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

  Target identity evidence: 2. Payment. The Company, for value received, promises to pay to _____________________, or its registered assigns, the principal sum of [⸱] Dollars (U.S.) ($[⸱]), plus accrued but unpaid interest on September 15, 2031 (“Stated Maturity”) and to pay interest thereon (i) from and including September 15, 2021 (the “Issue Date”) to but excluding September 15, 2026 or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate of 3.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on March 15 and September 15 of each year (each payment date, a “Fixed Rate Interest Payment Date”), and (ii) from and including September 15, 2026 to but excluding the Stated Maturity or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 295 basis points, provided, that in the event the Floating Interest Rate is less than zero, then the Floating Interest Rate shall be deemed to be zero, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period, a “Floating Rate Period”) on January 1, April 1, July 1 and October 1 of each year (each payment date, a “Floating Rate Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up.

• Section 5(b) · Event of Default Noteholders holding not less than twenty percent (20%) in aggregate principal amount of the Subordinated Notes at the time outstanding, by notice in writing to Company, may declare the principal amount of all outstanding Subordinated Notes to be due and payable immediately Metric: aggregate principal amount of the Subordinated Notes at the time outstanding Stated threshold: 20 % Exceptions: upon the occurrence of an Event of Default other than an Event of Default described in Section 5(a)(i) or Section 5(a)(ii), the Noteholders may not accelerate the Stated Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable 5. Events of Default; Acceleration.
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  Source evidence: (b) Unless the principal of this Subordinated Note already shall have become due and payable, if an Event of Default described in Section 5(a)(i) or Section 5(a)(ii) shall have occurred and be continuing, Noteholders holding not less than twenty percent (20%) in aggregate principal amount of the Subordinated Notes at the time outstanding, by notice in writing to Company, may declare the principal amount of all outstanding Subordinated Notes to be due and payable immediately and, upon any such declaration, the same shall become and shall be immediately due and payable. The Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, upon the occurrence of an Event of Default other than an Event of Default described in Section 5(a)(i) or Section 5(a)(ii), the Noteholders may not accelerate the Stated Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable.

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

• Section 5(a)(v) · failure of the Company to pay the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable 5. Events of Default; Acceleration.
  Full wording and supporting evidence

  Source evidence: (v) the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable;

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

• Section 5(a)(iv) · failure of the Company to pay any installment of interest the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable Metric: continuation of such failure Stated threshold: 30 days Exceptions: the continuation of such failure for a period of 30 days 5. Events of Default; Acceleration.
  Full wording and supporting evidence

  Source evidence: (iv) the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of 30 days;

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

• Section 5(a)(vii) · failure of the Company to perform any other covenant or agreement the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes Metric: continuation of such failure Stated threshold: 30 days Exceptions: the continuation of such failure for a period of 30 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 22, to the Company by a Noteholder 5. Events of Default; Acceleration.
  Full wording and supporting evidence

  Source evidence: (vii) the failure of the Company to perform any other covenant or agreement on the part of the Company contained in the Subordinated Notes, and the continuation of such failure for a period of 30 days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 22, to the Company by a Noteholder; or

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

• Section 3(c) · no payments shall be made no payments shall be made by the Company with respect to the Subordinated Notes Springing Trigger: there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated Exceptions: The provisions of this paragraph shall not apply to any payment with respect to which Section 3(b) above would be applicable. 3. Subordination.
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  Source evidence: (c) If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Subordinated Notes, notwithstanding the provisions of Section 18 hereof. The provisions of this paragraph shall not apply to any payment with respect to which Section 3(b) above would be applicable.

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

• Section 17(b) · Waiver and Consent No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the Noteholders holding at least fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding 17. Waiver and Consent.
  Full wording and supporting evidence

  Source evidence: (b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the Noteholders holding at least fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of any Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes; (vi) make any changes to Section 5 (Events of Default; Acceleration); Section 6 (Failure to Make Payments); Section 7 (Affirmative Covenants of the Company); Section 8 (Negative Covenants of the Company) or Section 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately affect any of the Noteholders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes.

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).

  Target identity evidence: 2. Payment. The Company, for value received, promises to pay to _____________________, or its registered assigns, the principal sum of [⸱] Dollars (U.S.) ($[⸱]), plus accrued but unpaid interest on September 15, 2031 (“Stated Maturity”) and to pay interest thereon (i) from and including September 15, 2021 (the “Issue Date”) to but excluding September 15, 2026 or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate of 3.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on March 15 and September 15 of each year (each payment date, a “Fixed Rate Interest Payment Date”), and (ii) from and including September 15, 2026 to but excluding the Stated Maturity or the earlier redemption date contemplated by Section 4 of this Subordinated Note, at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 295 basis points, provided, that in the event the Floating Interest Rate is less than zero, then the Floating Interest Rate shall be deemed to be zero, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period, a “Floating Rate Period”) on January 1, April 1, July 1 and October 1 of each year (each payment date, a “Floating Rate Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up.

• 6. Failure to Make Payments. · required payment of principal or interest the Company will, upon demand of the Noteholders, pay to the Noteholders the amount then due and payable on this Subordinated Note for principal and interest Exceptions: in the case of payment of interest, such failure to pay shall have continued for 30 calendar days 6. Failure to Make Payments.
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  Source evidence: 6. Failure to Make Payments. In the event of any failure by the Company to make any required payment of principal or interest on this Subordinated Note (and in the case of payment of interest, such failure to pay shall have continued for 30 calendar days), the Company will, upon demand of the Noteholders, pay to the Noteholders the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of this Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law.

  Target identity evidence: SUBORDINATED NOTE

  Target identity evidence: 1. Subordinated Notes. This Subordinated Note is one of an issue of notes of Greene County Bancorp, Inc., a federal corporation (the “Company”) designated as the “3.00% Fixed-to-Floating Rate Subordinated Notes due September 15, 2031” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of September 15, 2031 by and among the Company and the several purchasers of the Subordinated Notes identified on the signature pages thereto (the “Purchase Agreement”).