Common use of SECURITY TRUSTEE Clause in Contracts

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (other than any Borrower or any Guarantor) 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 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 hereof and thereof and such other powers as are reasonably incidental thereto. 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 reliance, indemnification and resignation provisions in this Section 9, the term “Administrative Agent” shall be deemed to also refer to the Security Trustee. Each Secured Counterpary, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement and the other Loan Documents, to have agreed to the provisions of this Section 9.12 and the other provisions of the Loan Documents applicable thereto.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (other than any Borrower or any Guarantora) 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 Madison Pacific Trust Limited shall initially act as specified Security Trustee and shall be authorised to appoint co-Security Trustees as necessary in its sole discretion. Except as otherwise explicitly provided herein and or in the Ship Mortgages and other Loan Documents. Each Lender hereby irrevocably authorizesSecurity Documents or the Intercreditor Deed, 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 hedging agreement or agreement to provide cash management services shall be deemed irrevocably to authorize or to have authorized, neither 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 hereof and thereof and such other powers as are reasonably incidental thereto. The Security Trustee may perform nor any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates. For purposes agents shall be liable for failure to demand, collect or realize upon any of the relianceCollateral or for any delay in doing so, indemnification and resignation provisions unless caused by its negligence, willful misconduct or breach of the Bond Documents, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Section 9Instrument, the term “Administrative Agent” Intercreditor Deed or the Security Documents, the duties of the Security Trustee shall be ministerial and administrative in nature, and the Security Trustee shall not have any duties or responsibilities, except those expressly set forth in this Instrument, in the Intercreditor Deed and in the Security Documents to which the Security Trustee is a party, nor shall the Security Trustee have or be deemed to also refer to have any trust or other fiduciary relationship with the Security Trustee, any Bondholder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Instrument, the Intercreditor Deed or the Security Documents or shall otherwise exist against the Security Trustee. Each Secured Counterpary, whether or not The Security Trustee shall be accountable only for amounts that it actually receives as a party hereto, will be deemed, by its acceptance result of the benefits exercise of such powers, and neither the Collateral AgreementsSecurity Trustee nor any of its officers, the Guarantee Agreement and the other Loan Documentsdirectors, employees or agents shall be responsible for any act or failure to have agreed to the provisions act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of this Section 9.12 and the other provisions a court of the Loan Documents applicable theretocompetent jurisdiction).

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (other than any Borrower the Parent or any GuarantorSubsidiary of the Parent) 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”) 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 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 hereof and thereof and such other powers as are reasonably incidental thereto. 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 reliance, indemnification and resignation provisions in this Section Article 9, the term “"Administrative Agent” " shall be deemed to also refer to the Security Trustee. Each Secured Counterpary, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement and the other Loan Documents, to have agreed to the provisions of this Section 9.12 and the other provisions of the Loan Documents applicable thereto.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (other than any the Borrower or any GuarantorSubsidiary of the Borrower) 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 BranchCredit 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 Maltese law, the Administrative Agent will act as security trustee for the benefit of the Lenders and each of the Lenders authorizes the Administrative Agent to act as Security Trustee for the benefit of the Lenders with respect to the execution and 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 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 authorize or to have authorized, as 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 hereof and thereof and such other powers as are reasonably incidental thereto. The Security Trustee hereby declares that it will hold as such trustee in trust for the benefit of the Secured Parties those of 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 the Security Trustee hereby accepts its appointment as trustee and agrees to hold, receive, administer and enforce the Ship Mortgages and other Loan Documents and the Collateral covered thereby, which Ship Mortgages and the other Loan Documents and Collateral shall constitute the corpus of the trust, for the benefit of the Secured Counterparties in accordance with the terms hereof and thereof, but the Security Trustee shall have no obligations hereunder or under any of the Ship Mortgages and the other Loan Documents except those obligations of the Security Trustee expressly set forth herein or therein. 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, indemnification rights, indemnification, expense reimbursement, individual capacity, holders, resignation and resignation co-agents provisions in this Section 99 and Section 10.01, the term “"Administrative Agent” " shall be deemed to also refer to the Security Trustee. Each Secured Counterpary, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement and the other Loan Documents, to have agreed to the provisions of this Section 9.12 and the other provisions of the Loan Documents applicable thereto.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders Lenders, the Administrative Agent, the Collateral Agent and the counterparties (other than any Borrower or any Guarantor) to any agreement the obligations under which constitute Secured Cash Management Obligations or Secured Hedging Obligations in their capacities as such (the “Secured Counterparties”) Counterparties hereby irrevocably designate and appoint Deutsche Bank AG New York Branch, as security trustee (in such capacity, Security Trustee for the “Security Trustee”) 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 hereby irrevocably authorizesLender, 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 beNote, and each Secured Counterparty by the entrance into the applicable hedging agreement or agreement to provide cash management 103 services (collectively, the "Creditors") shall be deemed irrevocably to authorize or to have authorized, authorized the Security Trustee with regard to take such action (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on its behalf the Creditors or any of them or for the benefit thereof under or pursuant to any of the provisions of this AgreementShip Mortgages or any other Loan Document (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Creditor in any Ship MortgagesMortgage or other Loan Document), (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 Creditors those of the Ship Mortgages and other Loan Documents to be executed in favor of the Security Trustee, from and after execution thereof, and the Security Trustee hereby accepts its appointment as trustee and agrees to hold, receive, administer and enforce the Ship Mortgages and other Loan Documents and the Collateral covered thereby, which Ship Mortgages and 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 Collateral shall constitute the corpus of the Security Trusteetrust, as for the case may be, by benefit of the Creditors in accordance with the terms hereof and thereof thereof, but the Security Trustee shall have no obligations hereunder or under any of the Ship Mortgages and such the other powers as are reasonably incidental thereto. The Loan Documents except those obligations of the Security Trustee expressly set forth herein and therein 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 reliance, indemnification and resignation provisions in this Section Article 9, the term “"Administrative Agent” " shall be deemed to also refer to the Security Trustee. Each Secured Counterpary, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement and the other Loan Documents, to have agreed to the provisions of this Section 9.12 and the other provisions of the Loan Documents applicable thereto.

SECURITY TRUSTEE. The Lenders in their capacities as Lenders and the counterparties (other than any Borrower or any Guarantor) 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 143 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 hereof and thereof and such other powers as are reasonably incidental thereto. 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 reliance, indemnification and resignation provisions in this Section 9, the term “Administrative Agent” shall be deemed to also refer to the Security Trustee. Each Secured CounterparyCounterparty, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral Agreements, the Guarantee Agreement and the other Loan Documents, to have agreed to the provisions of this Section 9.12 and the other provisions of the Loan Documents applicable thereto.