Common use of Authorization and Action of Agent Clause in Contracts

Authorization and Action of Agent. Each Senior Class Conduit and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Senior Class Conduit and each Bank Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent may deem necessary or appropriate or that a Senior Class Conduit or a Bank Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder. The Senior Class Agents jointly may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specif- ically delegated to the Agent hereunder, the Agent shall not be required to take any such incidental action hereun- der, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the joint direction of the Senior Class Agents; provided, however, that the Agent shall not be re- quired to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Pay Out Event or Potential Pay Out Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Required Investor Certificatehold- ers. The Agent shall not, without the prior written con- sent of each Senior Class Agent and Bank Investor, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of fees payable hereunder to the Senior Class Conduits or the Bank Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee Percentage, (C) modify any provisions of this Agreement, the Master Pooling and Servicing Agreement or the Series Supplement relating to the timing of payments required to be made by the Transferor or the Servicer or the applica- tion of the proceeds of such payments, (D) the appointment of any Person (other than the Trustee) as successor Servicer, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein), or (F) modify Section 3.4(d) hereof or the defini- tion of "Minimum Enhancement Amount" in the Series Supple- ment or the definitions of "Defaulted Account" or "Eligible Receivable" in the Master Pooling and Servicing Agreement. The Agent shall not agree to any amendment of or waiver under this Agreement which increases the dollar amount of a Bank Investor's Commitment without the prior written consent of such Bank Investor. In addition, the Agent shall not agree to any amendment of or waiver under this Agreement not specifically described in the two preceding sentences without the consent of the Required Investor Certificateholders. In the event the Agent requests a Senior Class Agent's, a Senior Class Conduit's or a Bank Investor's consent pursuant to the foregoing provisions and the Agent does not receive a response (either positive or negative) from such Senior Class Agent, Senior Class Con- duit or Bank Investor within 10 Business Days of such Person's receipt of such request, then such Senior Class Agent, Senior Class Conduit or Bank Investor (and its percentage interest hereunder, if applicable) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder.

Authorization and Action of Agent. (a) Each Senior Class Conduit and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Senior Class Conduit and each Bank Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent may deem necessary or appropriate or that a Senior Class Conduit or a Bank Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder. The Senior Class Agents jointly may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specif- ically specifically delegated to the Agent hereunder, the Agent shall not be required to take any such incidental action hereun- derhereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the joint direction of the Senior Class Agents; provided, however, that the Agent shall not be re- quired required to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Pay Out Event or Potential Pay Out Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Required Investor Certificatehold- ersCertificateholders. The Agent shall not, without the prior written con- sent consent of each Senior Class Agent and Bank Investor, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of fees payable hereunder to the Senior Class Conduits or the Bank Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee Percentage, (C) modify any provisions of this Agreement, the Master Pooling and Servicing Agreement or the Series Supplement relating to the timing of payments required to be made by the Transferor or the Servicer or the applica- tion application of the proceeds of such payments, (D) the appointment of any Person (other than the Trustee) as successor Servicer, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated hereinherein or permitted in the Transaction Documents), or (F) modify Section 3.4(d) hereof or the defini- tion definition of "Minimum Enhancement Amount" in the Series Supple- ment Supplement or the definitions of "Defaulted Account" or "Eligible Receivable" in the Master Pooling and Servicing Agreement, or (ii) amend, modify or waive any provision of any Transaction Document relating to a Pay Out Event or Potential Pay Out Event or waive any Pay Out Event or Potential Pay Out Event. The Agent shall not agree to any amendment of or waiver under this Agreement which increases the dollar amount of a Bank Investor's Commitment without the prior written consent of such Bank Investor. In addition, the Agent shall not agree to any amendment of or waiver under this Agreement not specifically described in the two preceding sentences without the consent of the Required Investor Certificateholders. In the event the Agent requests a Senior Class Agent's, a Senior Class Conduit's or a Bank Investor's consent pursuant to the foregoing provisions and the Agent does not receive a response (either positive or negative) from such Senior Class Agent, Senior Class Con- duit Conduit or Bank Investor within 10 Business Days of such Person's receipt of such requestrequest in writing, then such Senior Class Agent, Senior Class Conduit or Bank Investor (and its percentage interest hereunder, if applicable) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder. (b) The Agent shall use commercially reasonable efforts to (i) forward any communication (whether written or otherwise) received by it from the Transferor to each applicable Senior Class Agent, and (ii) forward, at the direction of any Senior Class Agent, any Senior Class Conduit or any Bank Investor or as otherwise provided by this Agreement, any communication received by it from any Senior Class Agent, any Senior Class Conduit or any Bank Investor, to the Transferor or the Servicer, as applicable. Any communication between the Transferor or the Servicer and any Senior Class Agent, any Senior Class Conduit or any Bank Investor made pursuant to this Agreement or any other Transaction Document (other than such Person's Fee Letters) shall be made, to the extent possible, through the Agent. The Agent may, where appropriate, deliver copies (including facsimile or electronic copies) of any communication it is required to deliver pursuant to this Agreement or any other Transaction Document. (c) The Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

Authorization and Action of Agent. (a) Each Senior Class Conduit and each Bank Investor hereby irrevocably appoints and authorizes the Agent to take such action act as its agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents with such powers and discretion as are specifically delegated to the Agent by the terms hereof of this Agreement and thereofthe other Transaction Documents, together with such other powers as are reasonably incidental thereto. In furtheranceThe Agent (which term as used in this sentence and in Section 9.5 and the first sentence of Section 9.6 hereof shall include its affiliates and its own and its affiliates' officers, directors, employees, and without limiting the generality of the foregoing, each Senior Class agents): (a) shall not have any duties or responsibilities except those expressly set forth in this Agreement and shall not be a trustee or fiduciary for any Conduit and each or any Bank Investor; (b) shall not be responsible to any Conduit or any Bank Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documentsfor any recital, and take all further action that the Agent may deem necessary or appropriate or that a Senior Class Conduit or a Bank Investor may reasonably request in order to perfectstatement, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunderrepresentation, or warranty (whether written or oral) made in or in connection with any Transaction Document or any certificate or other document referred to enable or provided for in, or received by any of them under, any Transaction Document, or for the value, validity, effectiveness, genuineness, enforceability, or sufficiency of any Transaction Document, or any other document referred to exercise or enforce provided for therein or for any failure by any of the Transferor, Saks or the Servicer or any other Person to perform any of its obligations thereunder; (c) shall not be responsible for or have any duty to ascertain, inquire into, or verify the performance or observance of any covenants or agreements by any of the Transferor, Saks or the Servicer or the satisfaction of any condition or to inspect the property (including the books and records) of any of the Transferor, Saks or the Servicer or any of their respective rights hereunder. The Senior Class Agents jointly may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specif- ically delegated to the Agent hereunder, the Agent Subsidiaries or affiliates; (d) shall not be required to take initiate or conduct any such incidental action hereun- der, but shall be required to act litigation or to refrain from acting collection proceedings under any Transaction Document; and (and shall be fully protected in acting or refraining from actinge) upon the joint direction of the Senior Class Agents; provided, however, that the Agent shall not be re- quired to take responsible for any action hereunder if the taking of such actiontaken or omitted to be taken by it under or in connection with any Transaction Document, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule except for its own gross negligence or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Pay Out Event or Potential Pay Out Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Required Investor Certificatehold- erswillful misconduct. The Agent may employ agents and attorneys- in-fact and shall not, without not be responsible for the prior written con- sent of each Senior Class Agent and Bank Investor, agree to (i) amend, modify negligence or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of fees payable hereunder to the Senior Class Conduits or the Bank Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee Percentage, (C) modify any provisions of this Agreement, the Master Pooling and Servicing Agreement or the Series Supplement relating to the timing of payments required to be made by the Transferor or the Servicer or the applica- tion of the proceeds of such payments, (D) the appointment misconduct of any Person (other than the Trustee) as successor Servicer, (E) release any property from the lien provided such agents or attorneys-in-fact selected by this Agreement (other than as expressly contemplated herein), or (F) modify Section 3.4(d) hereof or the defini- tion of "Minimum Enhancement Amount" in the Series Supple- ment or the definitions of "Defaulted Account" or "Eligible Receivable" in the Master Pooling and Servicing Agreement. The Agent shall not agree to any amendment of or waiver under this Agreement which increases the dollar amount of a Bank Investor's Commitment without the prior written consent of such Bank Investor. In addition, the Agent shall not agree to any amendment of or waiver under this Agreement not specifically described in the two preceding sentences without the consent of the Required Investor Certificateholders. In the event the Agent requests a Senior Class Agent's, a Senior Class Conduit's or a Bank Investor's consent pursuant to the foregoing provisions and the Agent does not receive a response (either positive or negative) from such Senior Class Agent, Senior Class Con- duit or Bank Investor within 10 Business Days of such Person's receipt of such request, then such Senior Class Agent, Senior Class Conduit or Bank Investor (and its percentage interest hereunder, if applicable) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunderit with reasonable care.

Authorization and Action of Agent. (a) Each Senior Class Conduit and each Bank Investor hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Senior Class Conduit and each Bank Investor hereby appoints the Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Agent may deem necessary or appropriate or that a Senior Class Conduit or a Bank Investor may reasonably request in order to perfect, protect or more fully evidence the interests transferred or to be transferred from time to time by the Transferor hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder. The Senior Class Agents jointly may direct the Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specif- ically specifically delegated to the Agent hereunder, the Agent shall not be required to take any such incidental action hereun- derhereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the joint direction of the Senior Class Agents; provided, however, that the Agent shall not be re- quired required -------- ------- to take any action hereunder if the taking of such action, in the reasonable determination of the Agent, shall be in violation of any applicable law, rule or regulation or contrary to any provision of this Agreement or shall expose the Agent to liability hereunder or otherwise. Upon the occurrence and during the continuance of any Pay Out Event or Potential Pay Out Event, the Agent shall take no action hereunder (other than ministerial actions or such actions as are specifically provided for herein) without the prior consent of the Required Investor Certificatehold- ersCertificateholders. The Agent shall not, without the prior written con- sent consent of each Senior Class Agent and Bank Investor, agree to (i) amend, modify or waive any provision of this Agreement in any way which would (A) reduce or impair Collections or the payment of fees payable hereunder to the Senior Class Conduits or the Bank Investors or delay the scheduled dates for payment of such amounts, (B) increase the Servicing Fee Percentage, (C) modify any provisions of this Agreement, the Master Pooling and Servicing Agreement or the Series Supplement relating to the timing of payments required to be made by the Transferor or the Servicer or the applica- tion application of the proceeds of such payments, (D) the appointment of any Person (other than the Trustee) as successor Servicer, (E) release any property from the lien provided by this Agreement (other than as expressly contemplated herein), or (F) modify Section 3.4(d) hereof or the defini- tion definition of "Minimum Enhancement Amount" in the Series Supple- ment Supplement or the definitions of "Defaulted Account" or "Eligible Receivable" in the Master Pooling and Servicing Agreement, or (ii) amend, modify or waive any provision of any Transaction Document relating to a Pay Out Event or Potential Pay Out Event or waive any Pay Out Event or Potential Pay Out Event. The Agent shall not agree to any amendment of or waiver under this Agreement which increases the dollar amount of a Bank Investor's Commitment without the prior written consent of such Bank Investor. In addition, the Agent shall not agree to any amendment of or waiver under this Agreement not specifically described in the two preceding sentences without the consent of the Required Investor Certificateholders. In the event the Agent requests a Senior Class Agent's, a Senior Class Conduit's or a Bank Investor's consent pursuant to the foregoing provisions and the Agent does not receive a response (either positive or negative) from such Senior Class Agent, Senior Class Con- duit Conduit or Bank Investor within 10 Business Days of such Person's receipt of such requestrequest in writing, then such Senior Class Agent, Senior Class Conduit or Bank Investor (and its percentage interest hereunder, if applicable) shall be disregarded in determining whether the Agent shall have obtained sufficient consent hereunder. (b) The Agent shall use commercially reasonable efforts to (i) forward any communication (whether written or otherwise) received by it from the Transferor to each applicable Senior Class Agent, and (ii) forward, at the direction of any Senior Class Agent, any Senior Class Conduit or any Bank Investor or as otherwise provided by this Agreement, any communication received by it from any Senior Class Agent, any Senior Class Conduit or any Bank Investor, to the Transferor or the Servicer, as applicable. Any communication between the Transferor or the Servicer and any Senior Class Agent, any Senior Class Conduit or any Bank Investor made pursuant to this Agreement or any other Transaction Document (other than such Person's Fee Letters) shall be made, to the extent possible, through the Agent. The Agent may, where appropriate, deliver copies (including facsimile or electronic copies) of any communication it is required to deliver pursuant to this Agreement or any other Transaction Document. (c) The Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.