Common use of SECURITY TRUSTEE Clause in Contracts

SECURITY TRUSTEE. (a) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee is required to execute certain Loan Documents in its individual capacity, but always for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Loan Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (b) In accordance with this Agreement, the Secured Parties have appointed Lombard North Central Plc, not in its individual capacity, but solely as security trustee, to act as Security Trustee hereunder and under each other Loan Document to which it is or becomes a party with such powers as are expressly delegated to the Security Trustee by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Security Trustee shall not have any duties or responsibilities except those expressly set forth in, and no implied covenants or obligations shall be read into, this Agreement or the other Loan Documents to which it is or becomes a party. Lombard North Central Plc, not in its individual capacity, but solely as security trustee, hereby agrees to and accepts such appointment. (c) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent given in accordance with the Loan Documents, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care except as related to the Collateral and realization on the Collateral, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (the Security Trustee hereby confirming that proceeds from Collateral in excess of the Obligations shall be refunded to the Borrower), and except in each case described in clause (i)-(v), if caused by the Security Trustee’s gross negligence or willful misconduct or breach in bad faith. (d) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than the Security Trustee or anyone acting on its behalf) executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (f) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Trustee would invest its own funds exercising the same degree of care that the Security holds toward the investment and management of its own funds. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any other provision of any Loan Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Loan Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (aother than any Borrower or any Guarantor) The parties hereto acknowledge that for purposes to any agreement the obligations under which constitute Secured Cash Management Obligations or Secured Hedging Obligations in their capacities as such (the “Secured Counterparties”) hereby irrevocably designate and appoint Deutsche Bank AG New York Branch, as security trustee (in such capacity, the “Security Trustee”) to act as specified herein and in the Ship Mortgages and other Loan Documents. Each Lender hereby irrevocably authorizes, each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize or to have authorized, as the case may be, and each Secured Counterparty by the entrance into the applicable local lawhedging agreement or agreement to provide cash management services shall be deemed irrevocably to authorize or to have authorized, the Security Trustee is required to execute certain Loan Documents in take such action on its individual capacity, but always for behalf under the benefit provisions of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Loan Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (b) In accordance with this Agreement, the Secured Parties have appointed Lombard North Central PlcShip Mortgages, not in its individual capacity, but solely as security trustee, the other Loan Documents and any other instruments and agreements referred to act as Security Trustee herein or therein and to exercise such powers and to perform such duties hereunder and under each other Loan Document to which it is or becomes a party with such powers thereunder as are expressly specifically delegated to or required of the Security Trustee Trustee, as the case may be, by the terms of this Agreement hereof and the other Loan Documents, together with thereof and such other powers as are reasonably incidental thereto. The Security Trustee shall not have may perform any of its respective duties hereunder by or responsibilities except those expressly set forth inthrough its officers, directors, agents, employees or affiliates. For purposes of the reliance, indemnification and no implied covenants or obligations resignation provisions in this Section 9, the term “Administrative Agent” shall be read intodeemed to also refer to the Security Trustee. Each Secured Counterpary, this whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement or and the other Loan Documents Documents, to which it is or becomes a party. Lombard North Central Plc, not in its individual capacity, but solely as security trustee, hereby agrees have agreed to and accepts such appointment. (c) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower provisions of this Section 9.12 and the Administrative Agent or any entity acting on behalf other provisions of the Borrower or the Administrative Agent given in accordance with the Loan Documents, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care except as related to the Collateral and realization on the Collateral, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (the Security Trustee hereby confirming that proceeds from Collateral in excess of the Obligations shall be refunded to the Borrower), and except in each case described in clause (i)-(v), if caused by the Security Trustee’s gross negligence or willful misconduct or breach in bad faith. (d) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than the Security Trustee or anyone acting on its behalf) executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (f) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Trustee would invest its own funds exercising the same degree of care that the Security holds toward the investment and management of its own fundsapplicable thereto. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any other provision of any Loan Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Loan Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (aother than the Borrower or any Subsidiary of the Borrower) The parties hereto acknowledge that for to any agreement the obligations under which constitute Secured Cash Management Obligations or Secured Hedging Obligations in their capacities as such (the "Secured Counterparties") hereby irrevocably designate and appoint Credit Suisse AG, as security trustee (in such capacity, the "Security Trustee") to act as specified herein and in the Ship Mortgages and other Loan Documents. For purposes of applicable local Maltese law, the Security Trustee is required to execute certain Loan Documents in its individual capacity, but always Administrative Agent will act as security trustee for the benefit of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Loan Documents, the Security Trustee shall be subject to the duties Lenders and responsibilities each of the Security Trustee and shall be entitled to Lenders authorizes the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (b) In accordance with this Agreement, the Secured Parties have appointed Lombard North Central Plc, not in its individual capacity, but solely as security trustee, Administrative Agent to act as Security Trustee hereunder for the benefit of the Lenders with respect to the execution and under registration in favor of the Administrative Agent as Security Trustee of the Ship Mortgage relating to Vessel A and for the purposes of the Civil Code (Chapter 16 Laws of Malta), the Merchant Shipping Act (Chapter 234 Laws of Malta) and the laws of Malta generally. Each Lender and each other Loan Document Agent (on behalf of itself any of its Affiliates that is a Secured Counterparty) and hereby irrevocably authorizes, each holder of any Note by the acceptance of such Note shall be deemed irrevocably to which it is authorize or becomes a party with such powers to have authorized, as are expressly delegated the case may be, and each Secured Counterparty by the entrance into the applicable hedging agreement or agreement to provide cash management services shall be deemed irrevocably to authorize or to have authorized, the Security Trustee to take such action on its behalf under the provisions of this Agreement, the Ship Mortgages, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Security Trustee, as the case may be, by the terms of this Agreement hereof and the other Loan Documents, together with thereof and such other powers as are reasonably incidental thereto. The Security Trustee shall not have any duties or responsibilities except hereby declares that it will hold as such trustee in trust for the benefit of the Secured Parties those expressly set forth inof the Ship Mortgages and other Loan Documents to be executed and delivered in favor of the Security Trustee, from and after the execution and delivery thereof, and no implied covenants or obligations shall be read intothe Security Trustee hereby accepts its appointment as trustee and agrees to hold, this Agreement or receive, administer and enforce the Ship Mortgages and other Loan Documents and the Collateral covered thereby, which Ship Mortgages and the other Loan Documents to which it is or becomes a party. Lombard North Central Plc, not in its individual capacity, but solely as security trustee, hereby agrees to and accepts such appointment. (c) In no event Collateral shall constitute the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf corpus of the Borrower or trust, for the Administrative Agent given in accordance with the Loan Documents, (ii) for any indirect, consequential, punitive or special damages, regardless benefit of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care except as related to the Collateral and realization on the Collateral, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, Secured Counterparties in accordance with the terms hereofhereof and thereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (but the Security Trustee hereby confirming that proceeds from Collateral in excess shall have no obligations hereunder or under any of the Obligations shall be refunded to Ship Mortgages and the Borrower), and other Loan Documents except in each case described in clause (i)-(v), if caused by the Security Trustee’s gross negligence or willful misconduct or breach in bad faith. (d) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control those obligations of the Security Trustee (including but not limited to any act expressly set forth herein or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than the Security Trustee or anyone acting on its behalf) executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. For purposes of the duties, reliance, rights, indemnification, expense reimbursement, individual capacity, holders, resignation and co-agents provisions in this Section 9 and Section 10.01, the term "Administrative Agent" shall not be called upon deemed to advise any party as also refer to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan DocumentSecurity Trustee. (f) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Trustee would invest its own funds exercising the same degree of care that the Security holds toward the investment and management of its own funds. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any other provision of any Loan Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Loan Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

SECURITY TRUSTEE. The following provisions shall apply to the Security Agent in its capacity as trustee in relation to any of the Security Documents: (a) The parties hereto acknowledge that for purposes of applicable local law, the Security Trustee is required Agent: (i) may accept without enquiry or objection such title as the Co-borrowers or the relevant Guarantor may have to execute certain Loan any assets which are subject to any of the Security Documents and shall not be liable for any lack of or defect in such title, whether apparent or not and whether capable of remedy or not; (ii) shall not be liable for any omission or delay in giving notice to any third party, or effecting any filing or registration, or obtaining any authorisation, or otherwise perfecting the security constituted by any of the Security Documents; (iii) shall not be obliged to hold any share certificates, title or other documents relating to the assets charged under any of the Security Documents in its individual capacityown possession or to take any steps to protect or preserve such documents, but always for and may permit the benefit Co-borrowers or the relevant Guarantor (or its lawyers or representatives) to retain such documents in its possession if it is reasonable in the circumstances; (iv) may procure that any investment or all or any part of the Secured Parties. This notwithstanding, property and assets charged or assigned under the parties hereto agree that with regard to such Loan Security Documents, or the Security Trustee shall be subject to proceeds thereof, is held and/or registered in the duties and responsibilities name of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement.its nominee; (b) In accordance with this Agreement, each of the Secured other Finance Parties have appointed Lombard North Central Plc, not in its individual capacity, but solely authorises the Security Agent (by itself or by such person(s) as security it may nominate) to execute and enforce the Security Documents as trustee, as agent or as otherwise provided, and confirms that the Security Agent shall have an independent right to act as release from any Security Trustee hereunder Document any asset permitted to be disposed of under this Agreement or the relevant Security Document and under each other Loan Document authorises the Security Agent to execute any document which it is reasonably required to achieve the release of any property or becomes a party with such powers as are expressly delegated asset subject to the relevant Security Trustee Document as permitted or required by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Security Trustee shall not have any duties or responsibilities except those expressly set forth in, and no implied covenants or obligations shall be read into, this Agreement or the other Loan Documents to which it is or becomes a party. Lombard North Central Plc, not in its individual capacity, but solely as security trustee, hereby agrees to and accepts such appointment.relevant Security Document; (c) In no event shall the Security Trustee be liable Agent may appoint any person established or resident in any jurisdiction (iwhether a trust corporation or not) for acting to act as a trustee or agent, either separately or jointly with the Security Agent, in accordance with or conclusively relying upon relation to any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower Security Documents if the Security Agent considers that such an appointment is necessary or desirable for the Administrative Agent given purpose of conforming with any legal requirement in accordance with any relevant jurisdiction or otherwise for the Loan purpose of holding, administering, protecting or enforcing any of the Security Documents, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable trustee or contemplated, agent shall have such powers and discretions (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care except as related to the Collateral and realization not exceeding those conferred on the Collateral, (ivSecurity Agent) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any and such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (the Security Trustee hereby confirming that proceeds from Collateral in excess of the Obligations obligations as shall be refunded to the Borrower), and except in each case described in clause (i)-(v), if caused conferred or imposed on it by the Security Trustee’s gross negligence or willful misconduct or breach in bad faith.Agent; (d) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited in relation to any act or provision of any present or future Security Document governed by a law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than the Security Trustee or anyone acting on its behalf) executing or delivering or purporting to execute or deliver any such documentPRC law, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (f) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Trustee would invest its own funds exercising the same degree of care that the Security holds toward the investment and management of its own funds. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any other provision of any Loan Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.each Finance Party: (i) Notwithstanding shall execute and deliver any provision Security Document which, under applicable law, cannot be entered into by the Security Agent on its behalf, for example, because the security constituted by the Security Document must be entered into by it as creditor having a pro rata claim of any Loan Document the claims secured thereby; (ii) grants the Security Agent power of representation in relation to the contraryexecution, enforcement and administration of the Security Trustee is not obliged Documents; and (iii) shall enter into such notarial deeds or other deeds or documents as are required under any applicable law relating to expend the security constituted by the Security Documents to enable the Security Agent or risk its own funds or otherwise incur another attorney-in-fact to execute any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of Security Document on such funds or adequate indemnity against, or security for, Finance Party’s behalf and administer and enforce such risk or liability is not reasonably assured to itsecurity.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (aother than any Borrower or any Guarantor) The parties hereto acknowledge that for purposes to any agreement the obligations under which constitute Secured Cash Management Obligations or Secured Hedging Obligations in their capacities as such (the “Secured Counterparties”) hereby irrevocably designate and appoint Deutsche Bank AG New York Branch, as security trustee (in such capacity, the “Security Trustee”) to act as specified herein and in the Ship Mortgages and other Loan Documents. Each Lender hereby irrevocably authorizes, each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize or to have authorized, as the case may be, and each Secured Counterparty by the entrance into the applicable local lawhedging agreement or agreement to provide cash management services shall be deemed irrevocably to authorize or to have authorized, the Security Trustee is required to execute certain Loan Documents in take such action on its individual capacity, but always for behalf under the benefit provisions of the Secured Parties. This notwithstanding, the parties hereto agree that with regard to such Loan Documents, the Security Trustee shall be subject to the duties and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (b) In accordance with this Agreement, the Secured Parties have appointed Lombard North Central PlcShip Mortgages, not in its individual capacity, but solely as security trustee, the other Loan Documents and any other instruments and agreements referred to act as Security Trustee herein or therein and to exercise such powers and to perform such duties hereunder and under each other Loan Document to which it is or becomes a party with such powers thereunder as are expressly specifically delegated to or required of the Security Trustee Trustee, as the case may be, by the terms of this Agreement hereof and the other Loan Documents, together with thereof and such other powers as are reasonably incidental thereto. The Security Trustee shall not have may perform any of its respective duties hereunder by or responsibilities except those expressly set forth inthrough its officers, directors, agents, employees or affiliates. For purposes of the reliance, indemnification and no implied covenants or obligations resignation provisions in this Section 9, the term “Administrative Agent” shall be read intodeemed to also refer to the Security Trustee. Each Secured Counterparty, this whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement or and the other Loan Documents Documents, to which it is or becomes a party. Lombard North Central Plc, not in its individual capacity, but solely as security trustee, hereby agrees have agreed to and accepts such appointment. (c) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower provisions of this Section 9.12 and the Administrative Agent or any entity acting on behalf other provisions of the Borrower or the Administrative Agent given in accordance with the Loan Documents, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care except as related to the Collateral and realization on the Collateral, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (the Security Trustee hereby confirming that proceeds from Collateral in excess of the Obligations shall be refunded to the Borrower), and except in each case described in clause (i)-(v), if caused by the Security Trustee’s gross negligence or willful misconduct or breach in bad faith. (d) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than the Security Trustee or anyone acting on its behalf) executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (f) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Trustee would invest its own funds exercising the same degree of care that the Security holds toward the investment and management of its own fundsapplicable thereto. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any other provision of any Loan Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Loan Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders, the Administrative Agent, the Collateral Agent and the Secured Counterparties hereby irrevocably designate and appoint Deutsche Bank AG New York Branch, as Security Trustee for the Secured Parties if required under the laws of the flag state of any Collateral Vessel or Substitute Vessel to act as specified herein and in the Ship Mortgages and other Loan Documents. Each Lender, each holder of any Note by the acceptance of such Note, and each Secured Counterparty by the entrance into the applicable hedging agreement or agreement to provide cash management services (acollectively, the "Creditors") The parties hereto acknowledge that for purposes of applicable local law, shall be deemed irrevocably to authorize or to have authorized the Security Trustee is required with regard to execute certain (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Creditors or any of them or for the benefit thereof under or pursuant to any of the Ship Mortgages or any other Loan Documents Document (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Creditor in its individual capacityany Ship Mortgage or other Loan Document), but always (ii) all moneys, property and other assets paid or transferred to or vested in any Creditor or any agent of any Creditor or received or recovered by any Creditor or any agent of any Creditor pursuant to, or in connection with, any Ship Mortgage or other Loan Document whether from any Loan Party or any other Person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Creditor or any agent of any Creditor in respect of the same (or any part thereof). The Security Trustee hereby declares that it will hold as such trustee in trust for the benefit of the Secured Parties. This notwithstandingCreditors those of the Ship Mortgages and other Loan Documents to be executed in favor of the Security Trustee, the parties hereto agree that with regard to such Loan Documentsfrom and after execution thereof, and the Security Trustee shall be subject hereby accepts its appointment as trustee and agrees to hold, receive, administer and enforce the duties Ship Mortgages and responsibilities of the Security Trustee and shall be entitled to the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (b) In accordance with this Agreement, the Secured Parties have appointed Lombard North Central Plc, not in its individual capacity, but solely as security trustee, to act as Security Trustee hereunder and under each other Loan Document to Documents and the Collateral covered thereby, which it is or becomes a party with such powers as are expressly delegated to the Security Trustee by the terms of this Agreement Ship Mortgages and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Security Trustee Documents and Collateral shall not have any duties or responsibilities except those expressly set forth in, and no implied covenants or obligations shall be read into, this Agreement or constitute the other Loan Documents to which it is or becomes a party. Lombard North Central Plc, not in its individual capacity, but solely as security trustee, hereby agrees to and accepts such appointment. (c) In no event shall the Security Trustee be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf corpus of the Borrower or trust, for the Administrative Agent given in accordance with the Loan Documents, (ii) for any indirect, consequential, punitive or special damages, regardless benefit of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by it with due care except as related to the Collateral and realization on the Collateral, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, Creditors in accordance with the terms hereofhereof and thereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (but the Security Trustee hereby confirming that proceeds from Collateral in excess shall have no obligations hereunder or under any of the Obligations shall be refunded to Ship Mortgages and the Borrower), and other Loan Documents except in each case described in clause (i)-(v), if caused by the Security Trustee’s gross negligence or willful misconduct or breach in bad faith. (d) The Security Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control those obligations of the Security Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) The Security Trustee shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than expressly set forth herein and therein the Security Trustee may perform any of its respective duties hereunder by or anyone acting on through its behalf) executing officers, directors, agents, employees or delivering or purporting affiliates. For purposes of the reliance, indemnification and resignation provisions in this Article 9, the term "Administrative Agent" shall be deemed to execute or deliver any such document, security or endorsement. The Security Trustee shall not be called upon to advise any party as also refer to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan DocumentSecurity Trustee. (f) The Security Trustee shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Trustee would invest its own funds exercising the same degree of care that the Security holds toward the investment and management of its own funds. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Trustee under any Loan Document, the Security Trustee may, in its sole discretion, refrain from taking any action other than to retain possession of the Collateral, unless the Security Trustee receives written instructions, signed by the Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any other provision of any Loan Document to the contrary, the Security Trustee is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Loan Document to the contrary, the Security Trustee is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.