Appointment and Powers. Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.
Appointment and Powers. We the Pledgor hereby make, constitute and appoint JSC VTB BANK (the “Pledgee”), acting by any of its directors or officers from time to time, to be our true and lawful proxy and attorney (the “Attorney”) with full power and authority, and in our name and place or in the name of the Attorney, and on our behalf:
(a) to exercise all rights in relation to [NUMBER] Ordinary shares of €1.71 each (the “Shares”) in HEADHUNTER FSU LIMITED (the “Company”) registered in the name of the Pledgor, which shares have been pledged to the Pledgee pursuant to a deed of pledge dated [DATE] between the Pledgor and the Pledgee (the “Deed of Pledge”), as the Attorney in its absolute discretion sees fit, including (but not limited to):
(i) receiving notice of, attending and voting at any annual or extraordinary general meeting of the shareholders of the Company, including meetings of the members of any particular class of shareholder, and all or any adjournment of such meetings, or signing any resolution as registered holder of the Shares;
(ii) completing and returning proxy cards, consents to short notice and any other documents required to be signed by the registered holder of the Shares;
(iii) dealing with and giving directions as to any moneys, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and
(iv) otherwise executing, delivering and doing all deeds, instruments and acts in the Pledgor’s name insofar as may be done in the Pledgor’s capacity as registered holder of the Shares; and
(b) to execute, deliver and perfect all documents and do all things which an Attorney may consider to be required or desirable for:
(i) carrying out any obligation imposed on the Pledgor by the Deed of Pledge (including the execution and delivery of any pledges, mortgages, charges, assignments or other security and any transfer of the Shares); and
(ii) enabling the Pledgee to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to the Deed of Pledge or by law (including, the exercise of any right of a legal or beneficial owner of the Shares).
Appointment and Powers. 40 SECTION 6.14 Performance of Duties....................................................................40 SECTION 6.15
Appointment and Powers. 53 SECTION 6.14
Appointment and Powers. 28 Section 4.02. Performance of Duties. . . . . . . . . . . . . . . . . .29 Section 4.03.
Appointment and Powers. 66 SECTION 8.17. Performance of Duties. ............................................ 66 SECTION 8.18. Control by the Insurer. ........................................... 67
Appointment and Powers. Each of the Banks hereby appoints Firstar Bank Milwaukee, National Association as Agent for the Banks hereunder, and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers as are specifically delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The duties of the Agent shall be entirely ministerial; the Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Notes or any related document, or to enforce such performance, or to inspect the property (including the books and records) of the Company or any of its subsidiaries; and the Agent shall not be required to take any action which exposes the Agent to personal liability (unless indemnification with respect to such action satisfactory to the Agent in its sole discretion is provided to the Agent by the Required Banks) or which is contrary to this Agreement or the Notes or applicable law. Firstar Bank Milwaukee, National Association agrees to act as Agent upon the express terms and conditions contained in this Article IX.
Appointment and Powers. In order to expedite the various transactions contemplated by the Loan Documents, MUFG is hereby appointed to act as Administrative Agent on behalf of the Lenders and the Issuing Banks. Each of the Lenders and the Issuing Banks hereby irrevocably authorizes and directs the Administrative Agent to take such action on behalf of such Lender or Issuing Bank under the terms and provisions of the Loan Documents, and to exercise such powers thereunder as are specifically delegated to or required of the Administrative Agent by the terms and provisions thereof, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized on behalf of the Lenders and the Issuing Banks, without hereby limiting any implied authority, (a) to receive on behalf of each of the Lenders and the Issuing Banks any payment of principal of or interest on the Loans and LC Disbursements outstanding hereunder, any reimbursements of LC Disbursements and all other amounts accrued under the Loan Documents paid to the Administrative Agent, and to distribute to each Lender and Issuing Bank its proper share of all payments so received as soon as practicable; (b) to give notice promptly on behalf of each of the Lenders and the Issuing Banks to the Borrower of any Event of Default of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute promptly to each Lender and each Issuing Bank copies of all notices, agreements and other material as provided for in the Loan Documents as received by such Administrative Agent.
Appointment and Powers. 31 8.02. Limitation on Agent's Liability ................................. 31 8.03. Defaults ........................................................ 32 8.04. Rights as a Bank ................................................ 32 8.05. Indemnification ................................................. 32 8.06. Non Reliance on Agent and Other Banks ........................... 32 8.07. Execution of Security Agreement by Agent ........................ 33 8.08. Resignation of the Agent ........................................ 33 ARTICLE 9 MISCELLANEOUS
Appointment and Powers. 76 SECTION 7.2 Limitation on Agent's Liability.................................................76 SECTION 7.3 Defaults........................................................................77 SECTION 7.4 Rights as a Bank................................................................77 SECTION 7.5 Indemnification.................................................................77 SECTION 7.6 Non-Reliance on Agent and Other Banks...........................................78 SECTION 7.7 Execution and Amendment of Loan Instruments on Behalf of the Banks..............................................78 SECTION 7.8 Resignation of the Agent........................................................79
