Common use of PROCEEDINGS, ACTION AND INDEMNIFICATION Clause in Contracts

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. 8.2 Only the Trustee may enforce the provisions of these presents. No Noteholder or Couponholder 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 to do so within a reasonable period and such failure is continuing.

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.Italy.‌ 8.2 Only the Trustee may enforce the provisions of these presents. No Noteholder or Couponholder 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 to do so within a reasonable period and such failure is continuing.

PROCEEDINGS, ACTION AND INDEMNIFICATION. 8.1 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 take any action or proceedings mentioned in Condition 9 (Events of Default and Enforcement) enforce the same or any other action in relation to of the covenants or provisions of these presents unless respectively directed or requested and until in any of such cases the Trustee is required to do so (a) by an Extraordinary Resolution or (b) in writing by the holders of at least not less than one-quarter fifth part in aggregate nominal principal amount of the Notes then outstanding for the time being outstanding, and in either case then only if it the Trustee shall be indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities actions, proceedings, costs, claims and demands to which it may thereby render itself liable or and all costs, charges, damages and expenses 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. 8.2 . Only the Trustee may enforce the provisions of these presents. No Noteholder or Couponholder 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 so within a reasonable period and such failure is shall be continuing.

PROCEEDINGS, ACTION AND INDEMNIFICATION. 8.1 9.1 The Trustee may at any time, at its discretion and without notice, institute such proceedings and/or take other steps as it may think fit to enforce the rights of the Noteholders and the provisions of these presents, in such case, without any liability as to the consequences of such action and without having regard to the effect of such action on individual Noteholders, but it 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 (including but not limited to the taking of any such proceedings and/or other steps) unless respectively directed or requested to do so (a) it shall have been so directed by an Extraordinary Resolution or Written Resolution or (bin the case only of the occurrence of an Event of Default and provided that such Event of Default is continuing) so requested in writing by the holders of Noteholders whose Notes constitute at least one-quarter in aggregate nominal principal amount of the Notes then outstanding outstanding, and in either case then only if (b) it shall be have been indemnified and/or secured prefunded and/or prefunded provided with security to its satisfaction against all Liabilities liabilities, proceedings, actions, claims and demands to which it may thereby render itself become liable or and all costs, charges and expenses 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 incurred 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. 8.2 connection therewith. Only the Trustee may enforce the provisions of these presents. No presents or pursue the remedies under the general law to enforce the rights of the Noteholders and no Noteholder or Couponholder shall be entitled to proceed directly against enforce such provisions or pursue such remedies. 9.2 Should the Issuer Trustee make any claim in respect of, or lodge any proof in a winding-up in respect of, or institute any proceedings to enforce the performance of enforce, any obligation under these presents or in respect of the provisions Notes, proof therein that, as regards any specified Note, default has been made in paying any amount in respect of these presents principal or interest due to the relative Noteholder shall (unless the Trustee having become bound contrary to be proved) be sufficient evidence that default has been made as aforesaid to take proceedings fails to do so within regards all other Notes in respect of which a reasonable period and such failure corresponding payment is continuingthen due.