Subject Bank definition
Examples of Subject Bank in a sentence
In connection with any such assignment, the Borrower, the Agent, such Subject Bank or Affected Bank, as the case may be, and the replacement Bank shall otherwise comply with Section 14.01 hereof.
Sellers hereby accept such appointment, and understand that Sellers’ rights and interests in the Subject Bank Accounts have been sold and transferred by Sellers to Purchaser, and Sellers retain no interest in the Subject Bank Accounts.
Purchaser shall have the right to inspect and verify the nature and completeness of records and documentation of the Subject Bank Accounts in the possession of Sellers and the Sellers shall permit Purchaser (or its representative or designee) to inspect at all reasonable times during regular business hours and upon reasonable notice to Sellers any records or other documents related to the Subject Bank Accounts in the possession of Sellers.
Sellers shall maintain records and documentation of the Subject Bank Accounts for the benefit of the Purchaser using reasonable care and in accordance with its customary procedures with respect to the Subject Bank Accounts.
From and after the date hereof, at Sellers’ sole cost and expense, Sellers shall prepare, execute, file and deliver, as applicable, all assignments or other documents necessary to effectuate the transfer of Sellers’ rights and interests in the Subject Bank Accounts such that Purchaser shall be reflected as the “owner” of all Subject Bank Accounts in the records of the applicable bank.
The records of the Sellers shall be clearly marked to show that (i) Sellers’ rights and interests in the Subject Bank Accounts were conveyed to Purchaser pursuant to the Purchase Agreement, are owned by Purchaser and Sellers have no interest therein and (ii) Sellers have conveyed all of Sellers’ rights and interests in the Subject Bank Accounts to Purchaser.
Purchaser and Sellers hereby agree that Sellers shall be, and are hereby appointed as, bailee of the Subject Bank Accounts for the benefit of Purchaser.
Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Committed Lender that is not a Subject Bank at the time such Transfer Loans are due and payable hereunder.
In no event shall the Subject Bank Account contain any proceeds of the Loans or other Collateral securing the Loans.
Upon any assignment by any Bank pursuant to this Section becoming effective, the Replacement Bank shall thereupon be deemed to be a "Bank" for all purposes of this Agreement and such Subject Bank shall thereupon cease to be a "Bank" for all purposes of this Agreement and shall have no further rights or obligations hereunder (other than pursuant to Sections 2.16, 2.17, 2.18, 2.19 or 2.20 while such Subject Bank was a Bank).