PROCEEDINGS, ACTION AND INDEMNIFICATION. (A) THE Trustee shall not be bound to take any proceedings mentioned in Clause 8(A) or any other action in relation to these presents unless respectively directed or requested to do so (i) by an Extraordinary Resolution or (ii) in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and in either case then only if it shall be indemnified to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing.
PROCEEDINGS, ACTION AND INDEMNIFICATION. 9.1 The Trustee shall not be bound to take any action or proceedings mentioned in Condition 9 (Events of Default and Enforcement) or any other action in relation to these presents unless respectively directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least one-quarter in aggregate nominal amount of the Notes then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing.
PROCEEDINGS, ACTION AND INDEMNIFICATION. 8.1 The Trustee shall not be bound to take any action or proceedings mentioned in Condition 9 (Events of Default and Enforcement) or any other action in relation to these presents unless respectively directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least one-quarter in aggregate nominal amount of the Notes then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing, provided that (i) the Issuer shall not by virtue of the institution of any such proceedings, other than proceedings for the compulsory winding-up (liquidazione coatta amministrativa) or voluntary winding up (liquidazione volontaria) of the Issuer, be obliged to pay any sum or sums sooner than the same would otherwise have been payable by it pursuant to the Conditions and these presents and (ii) proceedings for the compulsory winding-up (liquidazione coatta amministrativa) in respect of the Issuer may only be initiated in the Republic of Italy (and not elsewhere), by the Trustee (subject to it being indemnified and/or secured and/or prefunded to its satisfaction) on behalf of the Noteholders, in accordance with the laws of the Republic of Italy.
PROCEEDINGS, ACTION AND INDEMNIFICATION. 9.1 The Trustee shall not be bound to take any proceedings mentioned in Condition 10 or any other action in relation to these presents unless respectively directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least one-quarter in aggregate nominal amount of the Notes then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded by the relevant Noteholders and/or Couponholders to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses which may be incurred by it in connection with such enforcement or appointment, including the cost of its management's time and/or other internal resources, calculated using its normal hourly rates in force from time to time.
PROCEEDINGS, ACTION AND INDEMNIFICATION. The Trustee is hereby authorised and it is declared that the Trustee shall be entitled to assume without enquiry (in the absence of express written notice to the Trustee from the Issuer to the contrary) that the Issuer is duly performing and observing all covenants and provisions contained in these presents which are expressed on its part to be performed and observed. Notwithstanding knowledge by or notice to the Trustee of any breach of any such covenant or provision it shall be in the discretion of the Trustee whether or not to take any action or proceedings to enforce the performance thereof and the Trustee shall not be bound to enforce the same or any of the covenants or provisions of these presents unless and until in any of such cases the Trustee is required to do so by an Extraordinary Resolution or in writing by the holders of not less than one-fifth part in principal amount of the Notes for the time being outstanding, and then only if the Trustee shall be indemnified to its satisfaction against all actions, proceedings, costs, claims and demands to which it may render itself liable and all costs, charges, damages and expenses which it may incur by so doing. Only the Trustee may enforce the provisions of these presents. No Noteholder shall be entitled to proceed directly against the Issuer to enforce the performance of any of the provisions of these presents unless the Trustee having become bound as aforesaid to take proceedings fails so to do within a reasonable period and such failure shall be continuing.
PROCEEDINGS, ACTION AND INDEMNIFICATION. (a) Save as provided in subclause 12.4(b), the Representative may at any time, at its discretion and without notice, take such proceedings and/or other steps as it may think fit against, or in relation to the Issuer and the Fund to enforce the provisions of this Agreement, the Conditions and any other Transaction Document to which they are a party.
PROCEEDINGS, ACTION AND INDEMNIFICATION. (a) The Bond Trustee may at any time after an Issuer Acceleration Notice (in the case of the Issuer) or a Guarantor Acceleration Notice (in the case of the Guarantor), at its discretion and without further notice, take such proceedings against or in relation to the Issuer or the Guarantor as the case may be or any other Person as it may think fit to enforce the provisions of this Trust Deed, the Covered Bonds and the Coupons or any other Transaction Document. However, the Bond Trustee will not be bound to take any such enforcement proceedings in relation to this Trust Deed, the Covered Bonds, the Coupons or any other Transaction Document unless directed or requested to do so (i) by a resolution of the Covered Bondholders as set out in Condition 9 (Events of Default, Acceleration and Enforcement), or (ii) in writing by the holders of not less than twenty-five percent of the Principal Amount Outstanding of the Covered Bonds of all Series then outstanding (taken together and converted into Canadian Dollars at the relevant Covered Bond Swap Rate as aforesaid) and in either case then only if it will be indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing.
PROCEEDINGS, ACTION AND INDEMNIFICATION. 12.1 For any Series, only the Trustee may pursue the remedies available under the general law or under these presents to enforce the rights under these presents of the Secured Creditors relating to such Series. No Secured Creditor relating to such Series shall be entitled to proceed directly against the Issuer or the assets of the Issuer to enforce the performance of any of the provisions of these presents relating to such Series unless the Trustee having become bound as aforesaid to take proceedings fails or neglects to do so within a reasonable period of time and such failure or neglect is continuing.
PROCEEDINGS, ACTION AND INDEMNIFICATION. 8.1 The Trustee shall not be bound to take any proceedings mentioned in Condition 10 or any other action in relation to these presents unless respectively directed or requested to do so (A) by an Extraordinary Resolution or (B) in writing by the holders of at least one-quarter in aggregate principal amount of the Notes then outstanding and in either case then only if it shall be indemnified and/or secured and/or prefunded to its satisfaction against all proceedings, claims and demands to which it may be liable and against all costs, charges, liabilities and expenses to which it may thereby render itself liable or which it may incur by so doing, including the cost of its managements' time and/or other internal resources, calculated using its normal hourly rates in force from time to time.
PROCEEDINGS, ACTION AND INDEMNIFICATION. The Trustee shall not be bound to take any action in relation to this Trust Deed (including but not limited to the giving of any notice pursuant to Condition 10 (Default and remedies on default) or the taking of an Enforcement Action unless directed or requested to do so (a) by an Extraordinary Resolution or (b) in writing by the Requisite Holders, subject to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction by the relevant Holders against all Losses to which it may render itself liable or which it may incur by so doing. The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any Person in that jurisdiction or if, in its opinion based upon such legal advice, it would not have the power to take the relevant action in that jurisdiction by virtue of any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power. Notwithstanding anything to the contrary in the Trust Deed or the Conditions of the Subordinated Notes and subject to the next sentence, only the Trustee may enforce the provisions of the Trust Deed and the Conditions of the Subordinated Notes. No Noteholder will be entitled to (a) take any steps or action against the Issuer to enforce the performance of any of the provisions of this Trust Deed or the relevant Conditions of the Subordinated Notes or (b) take any other proceedings (including lodging an appeal in any proceedings) in respect of or concerning the Issuer, in each case unless the Trustee, having become bound pursuant to this Clause 7 to take any such action, steps or proceedings pursuant to this Clause 7, (i) fails to do so within a reasonable period of time, and in any event within 30 days of becoming so bound or (ii) is unable to do so by reason of an order of a court of a competent jurisdiction, and the failure or inability shall be continuing, provided that any sums recovered by such Noteholder shall be applied in accordance with Clause 8 (Application of Moneys Received by the Trustee).
