Common use of Responsibilities of Securities Agent Clause in Contracts

Responsibilities of Securities Agent. The obligations of the Securities Agent under this Agreement shall be to: (a) duly execute and deliver and act as securities agent, custodian or beneficiary under this Agreement on behalf of the Trustee under the Indenture as requested by the Trustee in writing pursuant to the Securities Agency Agreement; (b) take such action as requested by written instructions of the Trustee under the Securities Agency Agreement in a manner consistent with applicable law. In this regard, the Securities Agent shall be entitled to rely and act upon, and shall be fully protected in relying and acting upon, any note, writing, resolution, notice consent, certificate, request, demand, direction, instruction, waiver, receipt, agreement, affidavit, letter, statement, order or written document or written communication from the Trustee reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel and other experts retained or employed by the Securities Agent in its reasonable discretion; (c) The Securities Agent shall have no obligation whatsoever either prior to or after receiving any such written notice or certificate to inquire whether an Event of Default (as defined in the Indenture) has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it by the Trustee; (d) remit according to the written instructions of the Trustee any Sale Proceeds recovered from disposition of the Transferred Shares pursuant to Section 2.2(a) in a manner consistent with applicable law; and (e) take such other actions reasonably requested pursuant to the Securities Agency Agreement by the Trustee in accordance with this Agreement. Except as otherwise expressly set forth in this Agreement, (i) the Securities Agent shall not take any action with respect to the Shares, except pursuant to the written instructions of the Trustee, and (ii) the Nominee shall not take any action with respect to the Shares, except pursuant to a Transfer Instruction from the Securities Agent.

Responsibilities of Securities Agent. The obligations of the Securities Agent under this Agreement shall be to: (a) duly execute and deliver and act as securities agent, custodian or beneficiary under this Agreement on behalf of the Collateral Agent acting on behalf of the Original Trustee under the Original Indenture for the benefit of the Original Trustee and the holders of the Original Notes and the New Trustee under the New Indenture for the benefit of the New Trustee and the holders of the New Notes, but, in each such case, solely in respect of the Kazakhstan Documents and the Shares covered thereby as requested by the Trustee Collateral Agent in writing pursuant to the Securities Agency Agreement; (b) take such action as requested by written instructions of the Trustee Collateral Agent under the Securities Agency Agreement in a manner consistent with applicable law. In law (in this regard, the Securities Agent shall be entitled to rely and act upon, and shall be fully protected in relying and acting upon, any note, writing, resolution, notice notice, consent, certificate, request, demand, direction, instruction, waiver, receipt, agreement, affidavit, letter, statement, order or written document or written communication from the Trustee Collateral Agent reasonably believed by it the Securities Agent to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel and other experts retained or employed by the Securities Agent in its reasonable discretion); (c) remit, according to the written instructions of the Collateral Agent, any Sales Proceeds recovered from disposition of the Transferred Shares pursuant to Section 2.2(a) in a manner consistent with applicable law; and (d) take such other actions reasonably requested pursuant to the Securities Agency Agreement by the Collateral Agent in accordance with this Agreement. The Securities Agent shall have no obligation whatsoever either prior to or after receiving any such written notice or certificate to inquire whether an Event of Default (as defined in the Indenture) has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it by the Trustee; (d) remit according to the written instructions of the Trustee any Sale Proceeds recovered from disposition of the Transferred Shares pursuant to Section 2.2(a) in a manner consistent with applicable law; and (e) take such other actions reasonably requested pursuant to the Securities Agency Agreement by the Trustee in accordance with this AgreementCollateral Agent. Except as otherwise expressly set forth in this Agreement, (i) the Securities Agent shall not take any action with respect to the Shares, except pursuant to the written instructions of the TrusteeCollateral Agent, and (ii) the Nominee shall not take any action with respect to the Shares, except pursuant to a Transfer Instruction from the Securities Agent.

Responsibilities of Securities Agent. The obligations of the Securities Agent under this Agreement shall be to: (a) duly execute and deliver and act as securities agent, custodian Securities Agent or beneficiary under this Agreement on behalf the Kazakhstan Documents for the benefit of the Trustee Collateral Agent under the Indenture Indentures as requested by the Trustee Collateral Agent in writing pursuant to the Securities Agency Agreementwriting; (b) duly perform all of its duties and obligations under the Kazakhstan Documents, specifically those obligations to enforce its rights against the Shares, but only as and to the extent instructed by the Collateral Agent in writing; (c) upon the occurrence of an Event of Default under either Indenture, take such action as requested by written instructions of the Trustee Collateral Agent under the Securities Agency Agreement applicable Indenture, specifically including the actions specified under Section 2.1 of the CSTA (but in no event otherwise) in a manner consistent with applicable law. In this regard, the Securities Agent shall be entitled to rely and act upon, and shall be fully protected in relying and acting upon, any note, writing, resolution, notice notice, consent, certificate, request, demand, direction, instruction, waiver, receipt, agreement, affidavit, letter, statement, order or written document or written communication from the Trustee reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel and other experts retained or employed by the Securities Agent in its reasonable discretion; (cd) be deemed not to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any Event of Default under either Indenture or any right or obligation to give a Transfer Instruction (as defined in the CSTA), except upon receipt by the Securities Agent of a written notice or a certificate from the Collateral Agent stating that an Event of Default under the applicable Indenture has occurred and that a Transfer Instruction should be delivered. The Securities Agent shall have no obligation whatsoever whatsoever, either prior to or after receiving any such written notice or certificate certificate, to inquire whether an Event of Default (as defined in under the Indenture) applicable Indenture has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice or certificate so furnished to it by the Trusteeit; (d) remit according to the written instructions of the Trustee any Sale Proceeds recovered from disposition of the Transferred Shares pursuant to Section 2.2(a) in a manner consistent with applicable law; and (e) take such other actions reasonably requested pursuant to the Securities Agency Agreement by the Trustee Collateral Agent in accordance with this Agreement. Except ; (f) file the required statements and record the required documents or instruments in the appropriate public office at any time or times necessary to preserve the interests of each Secured Party in the Shares; (g) following completion of a Share Transfer (as otherwise expressly set forth defined in this Agreementthe CSTA), at the direction of the Collateral Agent, sell the Shares in a manner consistent with applicable law for cash or other consideration in one or more transactions in such manner and to such purchasers as shall be directed in writing by the Collateral Agent; (h) remit all Sales Proceeds (as defined in the CSTA) forthwith to the Collateral Agent until the Collateral Agent shall have received at its offices in New York, New York an aggregate amount equal to all amounts owed by the Issuers with respect to the Secured Obligations, and upon receipt by the Securities Agent of a written certification from the Collateral Agent that the Collateral Agent has received Sales Proceeds from the sales of Transferred Shares (as defined in the CSTA) conducted by or at the direction of the Securities Agent pursuant to the CSTA in an aggregate amount sufficient to have satisfied in full all of the Secured Obligations, (i) remit any remaining Sales Proceeds to the Shareholders (as defined in the CSTA), as they shall jointly direct and (ii) if applicable, instruct the Nominee (as defined in the CSTA) to transfer ownership of any remaining Shares to the Shareholders, as they shall jointly direct; and (i) if so directed in writing by the Collateral Agent, acquire Transferred Shares for the account of the Collateral Agent, or its assigns, pursuant to the exercise of the set-off rights provided for in Section 7.1(i) of the CSTA. The Securities Agent shall not take any action with respect to otherwise exercise such rights under the Shares, except pursuant to the written instructions CSTA or otherwise arising in favor of the TrusteeSecurities Agent by operation of law or any other agreement with the Shareholders, and (ii) the Nominee shall not take or either Issuer, or any action with respect to the Shares, except pursuant to a Transfer Instruction from the Securities Agentof their Affiliates.