Common use of Ownership of Accounts; Account Documentation Clause in Contracts

Ownership of Accounts; Account Documentation. (a) Except to the extent of the Company’s ownership of the Company Licensed Marks and its option to purchase the Program Assets under Section 17.2 hereof, and without limiting the Company’s right to review and approve the form and content of the Credit Cards and Bank Program Materials pursuant to Section 4.5 hereof, the Bank shall be the sole and exclusive owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, the Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods and services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Bank, respectively. The 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 option to purchase the Program Assets under Section 17.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.6, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, (ii) retain for its account all Cardholder Indebtedness and all other fees and income authorized by the Credit Card Agreements and collected by the Bank with respect to the Accounts and Cardholder Indebtedness, and (iii) retain for its account all income from selling Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Committee in connection with the approval of the offering of such Approved Ancillary Products. For the avoidance of doubt, the Company shall retain all revenues it receives from all Inserts (other than any Inserts promoting the Company Credit Cards or Approved Ancillary Products that the Company may permit to be produced and distributed in accordance with the Marketing Plan). (c) The Bank shall fund all Cardholder Indebtedness on the Accounts. (d) The Bank shall have the exclusive right to effect collection of Cardholder Indebtedness and shall notify Cardholders to make payment directly to it in accordance with its instructions. The Company grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the Company’s name upon any form of payment that may have been issued in the Company’s name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections efforts. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, accept payments made with respect to an Account in a physical store Company Channel as provided in Section 8.3.

Ownership of Accounts; Account Documentation. (a) Except to the extent of the Company’s NMG Companies’ ownership of the Company NMG Licensed Marks and its option to purchase the Program Assets under Section 17.2 hereofMarks, and without limiting the Company’s right to review and approve the form and content of the Credit Cards and Bank Program Materials pursuant to Section 4.5 hereof, the Bank shall be the sole and exclusive owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, the that Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods NMG Goods and services Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Bank, respectively. The Company acknowledges NMG Companies acknowledge and agrees agree that (i) it has they have no right, title or interest (except for its their right, title and interest in the Company NMG Licensed Marks and the their option to purchase the Program Assets under Section 17.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.6, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, Accounts and (ii) retain for its account all Cardholder Indebtedness and all other fees and income authorized by the Credit Card Cardholder Agreements and collected by the Bank with respect to the Accounts and Cardholder Indebtedness, and (iii) . Bank shall retain for its account all any income from selling Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Management Committee in connection with the approval of the offering of such Approved Ancillary Products. For the avoidance of doubt, the Company shall retain all revenues it receives from all Inserts (other than any Inserts promoting the Company Credit Cards or Approved Ancillary Products that the Company may permit to be produced and distributed in accordance with the Marketing Plan). (c) The Bank shall fund all Cardholder Indebtedness on the Accounts. (d) The Bank shall have the exclusive right to effect collection of Cardholder Indebtedness Indebtedness, except as set forth in the Servicing Agreement, and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank at its option may make all collections for its account using a Program name which includes the name of NMG and, if Bank so elects, the name of Bank, and may direct all checks to be made payable to “NMG” or, with NMG approval, another name combined with the name NMG. The Company NMG grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the CompanyNMG’s name upon any form of payment that may have been issued in the CompanyNMG’s name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections efforts. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, NMG Companies shall accept payments made with respect to an Account (i) in a physical store Company Channel an NMG Store as provided in Section 8.3, (ii) by telephone through the ACH Pay by Phone system and (iii) online through the NMG Companies’ websites. (f) With respect to all Account Documentation, and notwithstanding the purchase of such Account Documentation by Bank as of the Effective Date, NMG Servicer, shall continue to hold and retain the Account Documentation following the Effective Date as bailee for the sole benefit of Bank. (i) From time to time following the Effective Date, NMG Servicer shall deliver such Account Documentation as requested by Bank. NMG Servicer will use reasonable efforts to accommodate Bank’s shorter requested time frames, but in any event such deliveries will be made no later than the following time frames: (i) for statements, 15 days; (ii) for non-cash payment information, 10 days; (iii) for cash payment information, 5 Business Days, (iv) for application information, 20 days; (v) for sales slips, 20 days; and (vi) for all other Account Documentation, 30 days. NMG Servicer shall effect delivery of the requested Account Documentation at its sole cost and expense, unless otherwise determined by the Management Committee; provided, that in connection with any litigation, all Account Documentation shall be provided within fifteen (15) days rather than the timeframes set forth above. (ii) In discharging its bailment duties hereunder, NMG Servicer agrees to utilize such document storage, safekeeping and security methods in accordance with Applicable Law. All Account Documentation shall be housed at NMG Servicer’s operations centers or other facilities designated by NMG Servicer. Without limiting any of their obligations under this Agreement, NMG agrees to maintain the Account Documentation for a period that complies with the document retention policy set forth in Schedule 4.4(f).

Ownership of Accounts; Account Documentation. (a) Except to the extent of the CompanyPier 1’s ownership of the Company Pier 1 Licensed Marks and its option to purchase the Program Assets under Section 17.2 hereofMarks, and without limiting the Company’s right to review and approve the form and content of the Credit Cards and Bank Program Materials pursuant to Section 4.5 hereof, the Bank shall be the sole and exclusive owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, the that Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods Pier 1 Goods and services Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Bank, respectively. The Company Pier 1 acknowledges and agrees that (i) it has they have no right, title or interest (except for its their right, title and interest in the Company Pier 1 Licensed Marks and the their option to purchase the Program Assets under Section 17.216.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.6, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, Accounts and (ii) retain for its account all Cardholder Indebtedness and and, subject to the terms of this Agreement, all other fees and income authorized by the Credit Card Cardholder Agreements and collected by the Bank with respect to the Accounts and Cardholder Indebtedness, . Pier 1 and (iii) retain for its account all Bank shall determine an appropriate allocation of any income from selling Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Management Committee in connection with the approval of the offering of such Approved Ancillary Products. For the avoidance of doubt, the Company shall retain all revenues it receives from all Inserts (other than any Inserts promoting the Company Credit Cards or Approved Ancillary Products that the Company may permit to be produced and distributed in accordance with the Marketing Plan). (c) The Bank shall fund all Cardholder Indebtedness on the Accounts. (d) The Bank shall have the exclusive right to effect collection of Cardholder Indebtedness and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank will make all collections for its account using the name of Bank, and may direct all checks to be made payable to “Pier 1” or, with Pier 1 approval, another name combined with the name Pier 1. The Company Pier 1 grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the CompanyPier 1’s name upon any form of payment that may have been issued in the CompanyPier 1’s name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections efforts. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, Pier 1 may accept payments made with respect to an Account in a physical Pier 1 store Company Channel as provided in Section 8.3.

Ownership of Accounts; Account Documentation. (a) Except to the extent of the Company’s ownership of the Company Licensed Marks and its option to purchase the Program Assets under Section 17.2 hereof, and without limiting the Company’s right to review and approve the form and content of the Company Credit Cards and Bank Program Materials Account Documentation pursuant to Section 4.5 hereof, the Bank shall be the sole and exclusive owner of all Accounts and Account Documentation Program Assets and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, that the Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods and services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Bank, respectively. The 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 option to purchase the Program Assets under Section 17.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.68.6 and Active.15844721.1 except as provided on Schedule 9.1, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the The Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, (ii) retain for its account all Cardholder Indebtedness and all other fees and income authorized by the Credit Card Agreements and collected by the Bank (or the Company on the Bank’s behalf) with respect to the Accounts and Cardholder Indebtedness, and (iii) retain for its account all income from selling Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Committee Parties in connection with the approval of the offering of such Approved Ancillary Products. For the avoidance of doubt, the Company shall retain all revenues it receives from all Inserts (other than any Inserts promoting the Company Credit Cards or Approved Ancillary Products that the Company Bank may permit to be produced produce and distributed distribute in accordance with the Marketing PlanPlan or otherwise in accordance with the provisions of this Agreement). (c) The Bank shall fund all Cardholder Indebtedness on the Accounts. (d) The Bank shall have the exclusive right to effect (including through Service Providers) collection of Cardholder Indebtedness and shall notify Cardholders to make payment directly to it in accordance with its instructions. The Company grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the Company’s name upon any form of payment that may have been issued in the Company’s name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections efforts. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, accept payments made with respect to an Account in a physical store Company Channel as provided in Section 8.3.

Ownership of Accounts; Account Documentation. (a) Except to the extent of the Company’s ownership of right and interest in the Company Belk Licensed Marks by BAR and its Affiliates and the option of BAR or its Nominated Purchaser to purchase the Program Assets under Section 17.2 hereof17.2, and without limiting the Company’s right to review and approve the form and content of the Credit Cards and Bank Program Materials pursuant to Section 4.5 hereof, the Bank shall be the sole and exclusive owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, the that Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods Belk Goods and services Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Bank, respectively. The Company Belk acknowledges and agrees that (i) it has no right, title or interest (except for its right, title the right and interest of BAR and its Affiliates in the Company Belk Licensed Marks and the option of BAR or its Nominated Purchaser to purchase the Program Assets under Section 17.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.6, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, Accounts and (ii) retain for its account all Cardholder Indebtedness and all other fees and income authorized by the Credit Card Cardholder Agreements and collected by the Bank with respect to the Accounts and Cardholder Indebtedness. As provided in Section 9.1(a)(iii), and (iii) retain for its account all income Bank shall pay to BAR the percentage of Net Revenue from selling Existing Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Committee in connection with the approval of the offering of such Approved Ancillary Productsset forth on Schedule 4.4(b), subject to Applicable Law. For the avoidance of doubt, the Company Bank shall retain all revenues it receives no income or revenue from all Inserts (other than any Inserts promoting the Company Credit Cards sales of products by Belk or Approved Ancillary Products that the Company may permit BAR to be produced and distributed in accordance Cardholders through Belk's or BAR's use of Billing Statements, Parent stores, mailings, ox xxxxr means of communications with the Marketing Plan)Cardholders. (c) The Bank shall fund all Cardholder Indebtedness on the Accounts. (d) The Bank shall have the exclusive right to effect collection of Cardholder Indebtedness Indebtedness, except as set forth in the Servicing Agreements, and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank at its option may make all collections for its account using a Program name which includes the name of Parent and, if Bank so elects, the name of Bank, and may direct all checks to be made payable to BAR or, with BAR's approval, another name combined with the name "Belk"; provided, further, that, other than identifying the Account as a "Belk" Account, Bank shall not be permitted to use the name of Parent or its Affiliates in connection with any collections activities on Accounts that are more than ninety (90) days past due. The Company BAR, on behalf of Parent, grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the Company’s Parent's name upon any form of payment that may have been issued in the Company’s Parent's name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections efforts. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, Belk shall accept payments (through BAR as collecting agent) made with respect to an Account (i) in a physical store Company Channel Parent Store as provided in Section 8.38.3 and (ii) online through Parent's websites.

Ownership of Accounts; Account Documentation. (a) Except to the extent of the CompanyGap’s ownership of the Company Licensed Marks Gap Marks, and its Gap’s option to purchase the Program Assets under Section 17.2 hereofSchedule 12.7, and without limiting the CompanyGap’s right to review and approve the form and content of the Credit Cards and Bank Program Materials approval rights pursuant to Section 4.5 hereofArticle III, the Bank Barclays shall be the sole and exclusive owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, the Bank that Barclays shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods and services (including Gap Goods and Services) in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the BankBarclays, respectively. The Company Gap acknowledges and agrees that (i) it except for its (A) right, title and interest in Licensed Gap Marks, (B) rights pursuant to Article IX herein, and (C) option to purchase the Program Assets under Schedule 12.7, Gap has no right, title or interest (except for its right, title and interest in the Company Licensed Marks and the option to purchase the Program Assets under Section 17.2) in or to, to any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank Barclays extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.6, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, (ii) retain for its account all Cardholder Indebtedness and all other fees and income authorized by the Credit Card Agreements and collected by the Bank with respect to the Accounts and Cardholder Indebtedness, and (iii) retain for its account all income from selling Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Committee in connection with the approval of the offering of such Approved Ancillary Products. For the avoidance of doubt, the Company shall retain all revenues it receives from all Inserts (other than any Inserts promoting the Company Credit Cards or Approved Ancillary Products that the Company may permit to be produced and distributed in accordance with the Marketing Plan). (c) The Bank Barclays shall fund all Cardholder Indebtedness on the Accounts. (dc) The Bank Barclays shall have the exclusive right to effect collection of Cardholder Indebtedness and shall notify Cardholders to make payment directly to it in accordance with its instructions. The Company grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the Company’s name upon any form of payment that may have been issued in the Company’s name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections effortsIndebtedness. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, accept payments made with respect to an Account in a physical store Company Channel as provided in Section 8.3.

Ownership of Accounts; Account Documentation. (a) Except to the extent of the Company’s Pier 1's ownership of the Company Pier 1 Licensed Marks and its option to purchase the Program Assets under Section 17.2 hereofMarks, and without limiting the Company’s right to review and approve the form and content of the Credit Cards and Bank Program Materials pursuant to Section 4.5 hereof, the Bank shall be the sole and exclusive owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such owner; provided that, the that Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All purchases of goods Pier 1 Goods and services Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship of debtor and creditor between the relevant Cardholder and the Bank, respectively. The Company Pier 1 acknowledges and agrees that (i) it has they have no right, title or interest (except for its their right, title and interest in the Company Pier 1 Licensed Marks and the their option to purchase the Program Assets under Section 17.216.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and (ii) the Bank extends credit directly to Cardholders. As between the Company and the Bank, subject to the Bank’s chargeback rights in Sections 8.5 and 8.6, all credit losses, including fraud, credit, deceased, bankruptcy, or unauthorized transactions on Accounts, other than losses from Employee Fraud of the Company’s employees, shall be borne solely by the Bank without recourse to the Company. (b) Except as expressly provided herein, the Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts, Accounts and (ii) retain for its account all Cardholder Indebtedness and and, subject to the terms of this Agreement, all other fees and income authorized by the Credit Card Cardholder Agreements and collected by the Bank with respect to the Accounts and Cardholder Indebtedness, . Pier 1 and (iii) retain for its account all Bank shall determine an appropriate allocation of any income from selling Approved Ancillary Products as shall have been authorized by Section 5.5(b) or approved by the Strategic Operating Management Committee in connection with the approval of the offering of such Approved Ancillary Products. For the avoidance of doubt, the Company shall retain all revenues it receives from all Inserts (other than any Inserts promoting the Company Credit Cards or Approved Ancillary Products that the Company may permit to be produced and distributed in accordance with the Marketing Plan). (c) The Bank shall fund all Cardholder Indebtedness on the Accounts. (d) The Bank shall have the exclusive right to effect collection of Cardholder Indebtedness and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that Bank will make all collections for its account using the name of Bank, and may direct all checks to be made payable to "Pier 1" or, with Pier 1 approval, another name combined with the name Pier 1. The Company Pier 1 grants to the Bank a limited power of attorney (coupled with an interest) to sign and endorse the Company’s Pier 1's name upon any form of payment that may have been issued in the Company’s Pier 1's name in respect of any Account. The Bank shall, and shall ensure that any third party collectors, minimize the usage of the Company Licensed Marks or other names or marks of the Company in any collections efforts. (e) Notwithstanding the foregoing, the Company shall, on behalf of the Bank, Pier 1 may accept payments made with respect to an Account in a physical Pier 1 store Company Channel as provided in Section 8.3.