Common use of ACKNOWLEDGEMENTS BY THE ACCOUNT BANK Clause in Contracts

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.