Common use of Ownership of Accounts Clause in Contracts

Ownership of Accounts. (a) Subject to Company’s Purchase Option with respect to Program Assets, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness and Account Documentation, and shall have all rights, powers, and privileges with respect thereto as such owner. All purchases and cash advances in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Licensed Marks and the Purchase Option) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by Bank with respect to the Accounts and the Cardholder Indebtedness. (c) For so long as Company is the servicer of the Accounts and for such additional time as Company has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer to retain the Account Documentation, Company shall hold and retain the Account Documentation following the Closing Date for the sole benefit of Bank, and Bank shall have access to any Account Documentation as it may request from time to time.

Ownership of Accounts. (a) Subject Except to Companythe extent of Kohl’s Purchase Option with respect ownership of the Kohl’s Licensed Marks and its option to purchase the Program AssetsAssets under Section 16.2, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness all Accounts and Account Documentation, Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that Bank shall exercise such rights consistent with its obligations under this Agreement and the Operating Policies and in no event in a manner less favorable than its exercise of similar rights in connection with its other similarly situated credit card portfolios. All purchases and cash advances of Goods and/or Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company Kohl’s acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Kohl’s Licensed Marks and its option to purchase the Purchase OptionProgram Assets under Section 16.2) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by Bank Bank, or by Kohl’s as servicer for Bank, with respect to the Accounts and the Cardholder Indebtedness. (c) For Bank shall fund all Cardholder Indebtedness on the Accounts. (d) Bank shall have the exclusive right to effect collection of Cardholder Indebtedness, subject to Kohl’s right to service the Accounts, and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank shall make all collections for its account using the name “Kohl’s” and shall direct all payments to be made payable to “Kohl’s” or, with Kohl’s approval, another name. Kohl’s grants to Bank a limited power of attorney (coupled with an interest) to sign and endorse Kohl’s name upon any form of payment that may have been issued in Kohl’s name in respect of any Account. (e) Notwithstanding the foregoing, in addition to payments made by mail, Kohl’s shall accept payments made with respect to an Account (i) in a Kohl’s store as provided in Section 8.3, (ii) online, and (iii) by telephone through the call center. (f) With respect to all Account Documentation, and notwithstanding the purchase of such Account Documentation by Bank as of the Effective Date for so long as Company Kohl’s is the servicer of the Accounts and for such additional time as Company has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer Accounts, Kohl’s shall continue to retain the Account Documentation, Company shall hold and retain the Account Documentation following the Closing Effective Date as bailee for the sole benefit of Bank, and Bank shall have access to any Account Documentation as it may request from time to time.

Ownership of Accounts. (a) Subject to Company’s Purchase Option with respect to Program Assets, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness and Account Documentation, and shall have all rights, powers, and privileges with respect thereto as such owner. All purchases and cash advances in connection with the Accounts and the Cardholder [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Licensed Marks and the Purchase Option) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by Bank with respect to the Accounts and the Cardholder Indebtedness. (c) For so long as Company is the servicer of the Accounts and for such additional time as Company has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer to retain the Account Documentation, Company shall hold and retain the Account Documentation following the Closing Date for the sole benefit of Bank, and Bank shall have access to any Account Documentation as it may request from time to time.

Ownership of Accounts. (a) Subject to Company’s Purchase Option with respect to Program Assets, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness and Account Documentation, and shall have all rights, powers, and privileges with respect thereto as such * 33 owner. All purchases and cash advances in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Licensed Marks and the Purchase Option) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by on behalf of Bank with respect to the Accounts and the Cardholder Indebtedness. (c) For so long as Company is the servicer of the Accounts Accounts, subject to and in accordance with Company’s record retention program as in effect as of the Effective Date, as such policy may be amended thereafter by Company, with the prior approval of Bank (which approval shall not be unreasonably withheld, conditioned or delayed), and for such additional time as Company by virtue of being servicer has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer to retain the such Account Documentation, Company shall hold and retain the Account Documentation following the Closing Date for the sole benefit of Bank, Bank and shall provide Bank shall have access to any Account Documentation as it may request from time to timeBank shall request.

Ownership of Accounts. (a) Subject Except to Companythe extent of Kohl’s Purchase Option with respect ownership of the Kohl’s Licensed Marks and its option to purchase the Program AssetsAssets under Section 16.2, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness all Accounts and Account Documentation, Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that Bank shall exercise such rights consistent with its obligations under this Agreement and the Operating Policies and in any event Consistently. All purchases and cash advances of Kohl’s Goods and/or Services and, with respect to Co-Brand Accounts, other goods and/or services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company Kohl’s acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Kohl’s Licensed Marks and its option to purchase the Purchase OptionProgram Assets under Section 16.2) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by Bank Bank, or by Kohl’s as servicer for Bank, with respect to the Accounts and the Cardholder Indebtedness. (c) For so long as Company is Bank shall fund all Cardholder Indebtedness on the servicer Accounts. (d) Subject to Schedule 4.1(c) and, solely with respect to the Co-Brand Program, Schedule 2.2(b), Bank shall have the exclusive right to receive payment of Cardholder Indebtedness, subject to Kohl’s right to service the Accounts Accounts, and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank shall make all collections for such additional time as Company has its account using the name “Kohl’s” and shall direct all payments to be made payable to “Kohl’s” or, with Kohl’s approval, another name. Kohl’s grants to Bank a limited power of attorney (coupled with an interest) to sign and endorse Kohl’s name upon any obligation under this Agreement or Applicable Law by virtue form of its acting as servicer payment that may have been issued in Kohl’s name in respect of any Account. (e) With respect to retain the all Account Documentation, Company until the Systems/Servicing Transition Date, Kohl’s shall hold and retain the Account Documentation following the Closing Date as bailee for the sole benefit of Bank, and Bank shall have access to any Account Documentation as it may request from time to time.

Ownership of Accounts. (a) Subject to Company’s Purchase Option with respect to Program Assets, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness and Account Documentation, and shall have all rights, powers, and privileges with respect thereto as such owner. All purchases and cash advances in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Licensed Marks and the Purchase Option) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by Bank with respect to the Accounts and the Cardholder Indebtedness. (c) For so long as Company is the servicer of the Accounts and for such additional time as Company has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer to retain the Account Documentation, Company shall hold and retain the 37 Account Documentation following the Closing Date for the sole benefit of Bank, and Bank shall have access to any Account Documentation as it may request from time to time.

Ownership of Accounts. (a) Subject to Company’s Purchase Option with respect to Program Assets, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness and Account Documentation, and shall have all rights, powers, and privileges with respect thereto as such 33 owner. All purchases and cash advances in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Licensed Marks and the Purchase Option) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by on behalf of Bank with respect to the Accounts and the Cardholder Indebtedness. (c) For so long as Company is the servicer of the Accounts Accounts, subject to and in accordance with Company’s record retention program as in effect as of the Effective Date, as such policy may be amended thereafter by Company, with the prior approval of Bank (which approval shall not be unreasonably withheld, conditioned or delayed), and for such additional time as Company by virtue of being servicer has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer to retain the such Account Documentation, Company shall hold and retain the Account Documentation following the Closing Date for the sole benefit of Bank, Bank and shall provide Bank shall have access to any Account Documentation as it may request from time to timeBank shall request.

Ownership of Accounts. (a) Subject Except to Companythe extent of Kohl’s Purchase Option with respect ownership of the Kohl’s Licensed Marks and its option to purchase the Program AssetsAssets under Section 16.2, Bank shall be the sole and exclusive owner of the Accounts, Cardholder Indebtedness all Accounts and Account Documentation, Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that Bank shall exercise such rights consistent with its obligations under this Agreement and the Operating Procedures and in no event in a manner less favorable than its exercise of similar rights in connection with its other private label credit card portfolios. All purchases and cash advances of Goods and/or Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the Cardholder and Bank, respectively. Bank shall fund all Cardholder Indebtedness on the Accounts. Company Kohl’s acknowledges and agrees that (i) it has no right, title or interest (except for its right, title and interest in the Company Kohl’s Licensed Marks and its option to purchase the Purchase OptionProgram Assets under Section 16.2) in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (ii) Bank extends credit directly to Cardholders. (b) Except as expressly provided herein, Bank shall be entitled to (i) receive from Company as servicer all payments made by Cardholders on Accounts, and (ii) retain for its account all Cardholder Indebtedness and such other fees and income authorized by the Credit Card Agreements and collected by Bank with respect to the Accounts and the Cardholder Indebtedness. (c) For Bank shall fund all Cardholder Indebtedness on the Accounts. (d) Bank shall have the exclusive right to effect collection of Cardholder Indebtedness, subject to Section 7.2, and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank shall make all collections for its account using the phrase “Kohl’s Charge” to identify the Account and shall direct all checks to be made payable to “Kohl’s” or, with Kohl’s approval, another name. Kohl’s grants to Bank a limited power of attorney (coupled with an interest) to sign and endorse Kohl’s name upon any form of payment that may have been issued in Kohl’s name in respect of any Account. (e) Notwithstanding the foregoing, in addition to payments made by mail, Kohl’s shall accept payments made with respect to an Account (i) in a Kohl’s store as provided in Section 8.3, (ii) online, and (iii) by telephone through the call center. (f) With respect to all Account Documentation, and notwithstanding the purchase of such Account Documentation by Bank as of the Effective Date for so long as Company Kohl’s is the servicer of the Accounts and for such additional time as Company has any obligation under this Agreement or Applicable Law by virtue of its acting as servicer Accounts, Kohl’s shall continue to retain the Account Documentation, Company shall hold and retain the Account Documentation following the Closing Effective Date as bailee for the sole benefit of Bank, and Bank shall have access to any Account Documentation as it may request from time to time.