Securitization; Participation. Bank shall have the right, and nothing herein shall prohibit Bank, from selling, exchanging, securitizing, pledging or participating the Cardholder Indebtedness or any part thereof, by itself or as part of a larger offering, at any time and Bank may provide associated Cardholder Data to a prospective purchaser subject to such prospective purchaser executing a customary confidentiality agreement; provided, however, that (i) such sale, exchange, securitization, pledge or participation shall not affect Company’s rights or Bank’s obligations hereunder, (ii) Company hereby agrees to provide data to support any such sale, exchange, securitization, pledge or participation to the extent such data is available, (iii) Bank shall pay any costs or expenses incurred by Company to support any such sale, exchange, securitization, pledge or participation, and (iv) Bank shall not sell, exchange, securitize, pledge or participate the Cardholder Indebtedness in any manner that would not permit such arrangement to be unwound or not allow for the removal or substitution of Program Assets in order to permit Company to exercise its rights hereunder to purchase the Program Assets pursuant to Section 15.2. Company agrees to use reasonable efforts without being required to incur any out of pocket costs to provide Bank with such information and to execute and deliver such documents as may be reasonably requested by Bank with respect to any such transaction.
Securitization; Participation. Bank shall have the right to securitize, pledge or participate the Cardholder Indebtedness or any part thereof by itself or as part of a larger offering at any time, in such a manner that allows Bank to obtain cash flows representing all or most of the economic benefits of owning such Cardholder Indebtedness. Such securitization, pledge or participation shall not affect Kohl’s rights or Bank’s obligations hereunder. Bank shall not securitize, pledge or participate the Cardholder Indebtedness in any manner that may encumber any of Kohl’s rights hereunder to purchase the Program Assets. All uses of the Kohl’s Licensed Marks in any securitization document shall be made in accordance with Section 10.1 and with the prior written approval of Kohl’s.
Securitization; Participation. Any rights to purchase the Accounts which Retailers may have hereunder shall be subject to Bank's right to securitize or participate the Accounts and Indebtedness. Purchase rights shall be available to Retailers only with respect to Accounts and Indebtedness owned by Bank at the time Retailers elect to exercise their option to purchase pursuant to Section 11.03 hereof.
Securitization; Participation. (a) Bank may securitize or participate the Accounts and related Indebtedness subject to any rights which Retailers may have hereunder, including without limitation, Retailers’ right to purchase the Accounts pursuant to Section 11.03.
(b) Notwithstanding the foregoing, (i) Bank shall not purport to grant any rights under this Agreement to a third party in connection with any such securitization, participation or other financing transaction, nor shall any third party have any recourse against any Retailer or any of their Affiliates with respect to any such securitization, participation or other financing transaction, (ii) Bank shall securitize, participate and enter into other financing transactions only on terms and conditions that permit such arrangements to be unwound or that allow removal or substitution of Accounts in accordance with Section 11.03 in the event that Retailers or their designee purchases the Accounts pursuant to the terms hereof, and (iii) neither Bank nor any person who is a party to such securitization, participation, or other financing transaction involving Accounts or any legal or beneficial interest therein shall have the right to use any mark owned, licensed or controlled by any Retailer or otherwise refer to any Retailer or any of their Affiliates in connection with any securitization, participation, or financing in any disclosure material other than in accordance with traditional and customary standards, or as required or advisable under Applicable Law. If any Retailer or its designee elects to purchase the Accounts at the end of the Operation Period, Bank shall transfer the Accounts to such Retailer or a third party purchaser free and clear of all encumbrances; by no later than the Program Purchase Date; provided, however, that Bank shall have at least one hundred and twenty (120) days following such Retailer’s or its designee’s notice of election to purchase the Accounts to obtain a release of the assets subject to purchase pursuant to Section 11.03 from the securitization or other financing transaction.
Securitization; Participation. It is recognized that Monogram and/or its Assignees shall have the right to securitize, participate or otherwise finance or refinance Accounts, Indebtedness and/or any legal or beneficial interest therein, including (without prejudice to the generality of the foregoing) the right to vest in any Person through which Monogram and/or its Assignees elects to securitize, participate, finance or refinance the Accounts and Indebtedness as aforesaid such rights and obligations in connection with the administration of the Accounts and Indebtedness as shall be customarily vested in such Persons for such purposes or as Monogram and/or its assignees shall reasonably require or deem necessary for the purpose of effecting the aforesaid securitization, participation, financing or refinancing. The parties also recognize that certain provisions in SECTION 15.2 require Monogram to sell Accounts and/or service facilities to MW.
Securitization; Participation. (a) Bank shall have the right to securitize the Cardholder Indebtedness or any part thereof by itself or as part of a larger offering at any time. Such securitization shall not affect Dillard's rights or Bank's obligations hereunder, including with respect to customer service, payment processing or collections. Bank shall not securitize the Cardholder Indebtedness in any manner that may encumber the right of Dillard's, or its Nominated Purchaser, to purchase any of the Program Assets upon termination of this Agreement. To the extent any of Dillard's Licensed Marks are used in any securitization documents, such marks will not be used in a way that adversely affects Dillard's or the Dillard's Licensed Marks.
(b) In the event Dillard's elects to purchase the Program Assets pursuant to Section 14.2(a) and any securitization(s) originally closed by Dillard's or its Affiliates shall remain outstanding, Dillard's or its Nominated Purchaser shall acquire the Program Assets subject to such securitization(s) and shall assume all obligations of the Bank and its Affiliates with respect thereto, including servicing, repurchase and indemnification obligations pursuant to instruments in form and substance satisfactory to the parties, as soon as reasonably possible consistent with Section 14.2 and any necessary consents or approvals. Dillard's (or its Nominated Purchaser) and Bank shall cooperate to obtain any consent, approval, rating affirmation or other requirements applicable to such purchase and assumption. The purchase price set forth in Section 14.2(d) shall be reduced by the outstanding principal balance of the obligations of the Dillard's Credit Card Master Trust on the Program Purchase Date. Compliance by Dillard's with this Section 16.2 shall be a condition precedent to the obligation of the Bank to sell the Program Assets to Dillard's pursuant to Section 14.2 hereof.
(c) With respect to any matters herein relating to the Dillard's Credit Card Master Trust, in the event of any conflict between this Agreement and the terms of any Securitization Documents (as defined in the Purchase Agreement), the Securitization Documents shall govern.
Securitization; Participation. Bank shall not sell, securitize, pledge or participate the Cardholder Indebtedness unless such sale, exchange, securitization, pledge or participation does not affect Company’s rights or Bank’s ability to satisfy its obligations hereunder, including by requiring consent or approval of any third party for Bank to reacquire all right, title and interest in and to such Cardholder Indebtedness and release any lien thereon, or otherwise encumber or impair in any way any of Company’s rights hereunder to purchase the Program Assets.
Securitization; Participation. Mortgagee reserves the right at any time during the term of the Indebtedness and in its sole and absolute discretion to effect a so-called securitization of (or to sell a participation interest in) the Indebtedness in such manner and on such terms and conditions as Mortgagee shall deem to be appropriate in its sole and absolute discretion and with such domestic or foreign banks, insurance companies, pension funds, trusts or other institutional lenders or other persons, parties or investors (including, but not limited to, grantor trusts, owner trusts, special purpose corporations, real estate mortgage investment conduits, real estate investment trusts or other similar or comparable investment vehicles) as may be selected by Mortgagee in its sole and absolute discretion.
Securitization; Participation. Bank shall have the right to securitize, pledge or participate the Cardholder Indebtedness or any part thereof by itself or as part of a larger offering at any time, in such a manner that allows Bank to obtain cash flows representing all or most of the economic benefits of owning such Cardholder Indebtedness. Such securitization, pledge or participation shall not affect Kohl’s rights or Bank’s obligations hereunder. Bank shall not securitize, pledge or participate the Cardholder Indebtedness in any manner that may be reasonably expected to encumber any of Kohl’s rights hereunder to purchase the Program Assets after the later of (i) the first eight (8) months following the Effective Date or (ii) the date as of which no more than ten percent (10%) of the Cardholder Indebtedness in existence as of the Effective Date remains outstanding. All uses of the Kohl’s Licensed Marks in any securitization document shall be made in accordance with Section 10.1 and with the prior written approval of Kohl’s.
Securitization; Participation. MWCC shall have the right, to the extent of its interest therein, to securitize, participate or otherwise finance or refinance Accounts, Indebtedness and/or any legal or beneficial interest therein, including (without prejudice to the generality of the foregoing) the right to vest in any Person through which MWCC elects to securitize, participate, finance or refinance the Accounts and Indebtedness as aforesaid such rights and obligations in connection with the administration of the Accounts and Indebtedness as shall be customarily vested in such Persons for such purposes or as MWCC and/or MWCC Assignees shall reasonably require or deem necessary for the purpose of effecting the aforesaid securitization, participation, financing or refinancing. The parties also recognize that certain provisions in SECTION 15.2 require MWCC to sell Accounts and/or service facilities to MW.
