ACKNOWLEDGEMENTS BY THE ACCOUNT BANK Sample Clauses
ACKNOWLEDGEMENTS BY THE ACCOUNT BANK. Notwithstanding anything to the contrary in any applicable mandate, the Account Bank hereby waives so far as it may validly and lawfully do so any right it has or may hereafter acquire to combine, consolidate or merge the Account with any other account of the Account Bank, Account Holders or the Security Trustee or any other person or with any liabilities of Account Holders or the Security Trustee or any other person to the Account Bank. In addition, the Account Bank agrees so far as it may validly and lawfully do so that it may not set off, combine, withhold or transfer any sum standing to the credit of the Account in or towards satisfaction of any liabilities to the Account Bank of the Account Holders, the Security Trustee or any other person. After the date hereof and until the Account Bank has been notified by the Account Holders of the termination of the Design Build Finance and Maintain Agreement or until the Account Bank ceases to be a party to this Agreement pursuant to the provisions of Clause 8.7 above, the Account Bank shall provide each of the Account Holders and the Security Trustee with statements in respect of the Account, such statement to be supplied in accordance with any reasonable request therefore by the Account Holders. The Account Holders may not assign any of their rights under this Agreement or in relation to the Account otherwise than pursuant to the Security Documents or as permitted under the Design Build Finance and Maintain Agreement. The Security Trustee may assign its rights under this Agreement to a successor Security Trustee appointed in accordance with the Security Trust and Intercreditor Deed and shall promptly give notice of any such assignation to the Account Bank. The Account Bank shall not be entitled to novate (except in accordance with Clause 8.7 above) or assign all or any part of its rights under this Agreement.
ACKNOWLEDGEMENTS BY THE ACCOUNT BANK. It is agreed as follows:
14.1 No set-off exercised against Accounts
(a) Subject to sub-clause 14.1(b) below, the Account Bank may not set-off, transfer, combine or withhold payment of any sum standing to the credit of the Accounts in or towards, or conditionally upon, satisfaction of any Liabilities to it of ParentCo, the Issuer or the Security Trustees.
(b) For the avoidance of doubt, the provisions of sub-clauses 6.5 and 14.1(a) above shall not prevent the Account Bank from:
(i) setting-off or transferring any amounts standing to the credit of a ParentCo Account held by ParentCo to any other Account with a negative balance held by ParentCo or the Issuer with the Account Bank;
(ii) prior to delivery of an Issuer Enforcement Notice or an AssetCo Enforcement Notice, debiting an Account at the times and in the amounts agreed for fees and charges payable to the Account Bank for the operation of that Account and for any costs, losses and expenses incurred by the Account Bank; and
(iii) at all times, debiting the relevant Account in order to meet any obligations or liabilities incurred by the Account Bank in respect of any amount that has been credited to such Account which has not been received as cleared funds, has been returned unpaid or has been otherwise recalled, reversed or reclaimed, provided that such right to recover is limited to such amounts owed to the Account Bank and cannot increase as a result of pro rata sharing obligations.
(c) Any action of the Account Bank pursuant to this clause 14.1 will not to the extent outside the control of ParentCo constitute a breach by ParentCo of the Operating Account Priority of Payments and/or the Issuer Priority of Payments.