Common use of Appointment of the Security Trustee Clause in Contracts

Appointment of the Security Trustee. (a) The Security Trustee shall: (i) hold and administer any Transaction Security governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as trustee (treuhänderisch) for the benefit of the Secured Parties; and (ii) administer any Transaction Security governed by German law which is pledged (Verpfändung) or otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) as agent. (b) Each Secured Party hereby appoints the Security Trustee to act as its trustee and its agent in connection herewith (with power to sub-delegate and under exemption from any restrictions regarding acting on behalf of several parties and acting both on its own behalf as well as on behalf of other parties, as may be contained in applicable local law). (c) Each Secured Party hereby authorises the Security Trustee (whether or not by or through employees or agents): (i) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Security Trustee by the terms hereof and/or under the Security Documents together with such rights, remedies, powers and discretions as are reasonably incidental thereto or necessary to give effect to the rights, remedies, powers and discretions of the Security Trustee hereby created; (ii) to enter into each Security Document for and on their behalf as trustee and as agent; (iii) to hold the Transaction Security on trust and as security agent for and on their behalf in connection herewith unless otherwise provided under any Transaction Security; (iv) to acknowledge the provisions of each Security Document, including without limitation any "parallel debt" provision contained therein; (v) to take such action on its behalf as may from time to time be authorised under or in accordance with the Security Documents and this Agreement; and (vi) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the Finance Documents under German law and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any Security Document governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of re-lease of such Security. (d) Each of the Secured Parties hereby releases the Security Trustee to the extent permissible under each Secured Party's respective constitutional documentations from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorisation granted under this Agreement and to perform its duties and obligations as Security Trustee hereunder and under the Security Documents. (e) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Security Trustee on such Secured Party's behalf (including for the avoidance of doubt the declarations made by the Security Trustee as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Party as future pledgee or otherwise).

Appointment of the Security Trustee. (a) The Lenders may request for any person to accede to this Agreement in the capacity as “Security Trustee shallTrustee”. The accession of such person as “Security Trustee” shall be completed when: (i) hold such person has delivered to the Agent a duly completed and administer any Transaction Security governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as trustee (treuhänderisch) for the benefit of the Secured Partiesexecuted Accession Deed; and (ii) administer any Transaction Security governed by German law which is pledged (Verpfändung) or the Agent has executed an otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) as agentduly completed Accession Deed. (b) The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Accession Deed appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Accession Deed. (c) Each Secured Party hereby appoints irrevocably authorises the Agent to execute the Accession Deed on its behalf, without any further consent of, or consultation with, such Party. (d) The Agent shall promptly notify the Lenders and each Obligor upon the accession of any person to this Agreement in the capacity of “Security Trustee”. (e) Each Finance Party (other than the Security Trustee) shall from the Accession Date be deemed to appoint the Security Trustee to act as its security agent and trustee under and its agent in connection herewith (with power the Finance Documents and to sub-delegate hold the Security Property on trust for the benefit of the Finance Parties on the terms of this Agreement and under exemption from any restrictions regarding acting on behalf of several parties and acting both on its own behalf as well as on behalf of other parties, as may be contained in applicable local law)the Security Documents to which it is a party. (cf) Each Secured Finance Party hereby (other than the Security Trustee) authorises the Security Trustee (whether or not by or through employees or agents):Trustee: (i) to exercise such the rights, remediespowers, powers authorities and discretions as are specifically delegated given to or conferred upon the Security Trustee by under or in connection with the terms hereof and/or under the Security Finance Documents together with such any other incidental rights, remediespowers, powers authorities and discretions as are reasonably incidental thereto or necessary to give effect to the rights, remedies, powers and discretions of the Security Trustee hereby createddiscretions; (ii) to enter into execute each Security Document for and on their behalf as trustee and as agent; (iii) to hold the Transaction Security on trust and as security agent for and on their behalf in connection herewith unless otherwise provided under any Transaction Security; (iv) to acknowledge the provisions of each Security Document, including without limitation any "parallel debt" provision contained therein; (v) to take such action on its behalf as may from time to time be authorised under or in accordance with the Security Documents and this Agreement; and (vi) to accept as its representative (Stellvertreter) any pledge or all other creation of any accessory security right granted in favour of such Secured Party in connection with documents that may be approved by the Finance Documents under German law and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments Agent and/or alterations to any Security Document governed the Majority Lenders for execution by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of re-lease of such Securityit. (dg) Each The Security Trustee accepts its appointment under clause 26.2(e) above as trustee of the Secured Parties hereby releases Security Property with effect from the Accession Date to hold the Security Trustee Property on trust for itself and the other Finance Parties (for so long as they are Finance Parties) on and subject to the extent permissible under each Secured Party's respective constitutional documentations from any restrictions on representing several persons and self-dealing under any applicable law, and terms set out in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorisation granted under this Agreement and to perform its duties and obligations as Security Trustee hereunder and under the Security DocumentsDocuments to which it is a party. (eh) Each Secured Party hereby ratifies and approves all acts and declarations previously done by With effect from the date of the Accession Date, the provisions of Schedule 8 (Security Trustee on such Secured Party's behalf (including for the avoidance of doubt the declarations made by the Security Trustee as representative without power of attorney (Vertreter ohne Vertretungsmachtprovisions) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Party as future pledgee or otherwise)Security Trustee shall bind each Party.

Appointment of the Security Trustee. (a) The Security Trustee shall: (i) hold Each other Finance Party irrevocably appoints and administer any Transaction Security governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as trustee (treuhänderisch) for the benefit of the Secured Parties; and (ii) administer any Transaction Security governed by German law which is pledged (Verpfändung) or otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) as agent. (b) Each Secured Party hereby appoints authorizes the Security Trustee to act as its security trustee and its agent in connection herewith (with power to sub-delegate hereunder and under exemption from any restrictions regarding acting on behalf of several parties and acting both on its own behalf as well as on behalf of the other parties, as may be contained in applicable local law). Finance Documents (cother than the Notes) Each Secured Party hereby authorises the Security Trustee (whether or not by or through employees or agents): (i) to exercise with such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Security Trustee by the terms hereof and/or under the Security Documents of this Agreement and such other Finance Documents, together with such rights, remedies, other powers and discretions as are reasonably incidental thereto or necessary to give effect to the rights, remedies, powers and discretions of the Security Trustee hereby created;thereto. (iib) to enter into each Security Document for and on their behalf as trustee and as agent; (iii) to hold To secure the Transaction Security on trust and as security agent for and on their behalf in connection herewith unless otherwise provided under any Transaction Security; (iv) to acknowledge the provisions payment of each Security Document, including without limitation any "parallel debt" provision contained therein; (v) to take such action on its behalf as may all sums of money from time to time be authorised owing to the Finance Parties under or in accordance with the Security Documents and this Agreement; and (vi) , the other Finance Documents plus accrued interest thereon and all other amounts owing to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the Finance Documents under German law Parties pursuant to this Agreement, the other Finance Documents, and to agree to the performance of the covenants of the Borrower and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any Security Document governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of re-lease of such Security. (d) Each Obligor herein and therein contained, and in consideration of the Secured Parties hereby releases premises and of the covenants herein contained and of the extensions of credit by the DIP Lenders, the Security Trustee to the extent permissible under each Secured Party's respective constitutional documentations from any restrictions on representing several persons and self-dealing under any applicable law, and does hereby declare that it will hold as such trustee in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorisation granted under this Agreement and to perform its duties and obligations as Security Trustee hereunder and under the Security Documents. (e) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Security Trustee on such Secured Party's behalf (including for the avoidance of doubt the declarations made by the Security Trustee as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and trust for the benefit of the other Finance Parties, from and after the execution and delivery thereof, all of the Trust Property; TO HAVE AND TO HOLD the Trust Property unto the Security Trustee and its successors and assigns forever BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the DIP Lenders and the DIP Agent and their respective successors and assigns without any Secured Party priority of any one over any other (except as future pledgee provided in Clause 33.5 (Partial payments) of this Agreement), UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, each of the Obligors shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED, DECLARED AND AGREED that all property subject or otherwise)to become subject hereto is to be held, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and each Obligor, for itself and its respective successors and assigns, hereby covenants and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security of the other Finance Parties as hereinafter set forth.

Appointment of the Security Trustee. (a) The Security Trustee shall: (i) hold and administer any Transaction Security governed by German law which is security assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as trustee (treuhänderischtreuhanderisch) for the benefit of the Secured Parties; and (ii) administer any Transaction Security governed by German law which is pledged (VerpfändungVerpfandung) or otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) as agent. (b) Each Secured Party hereby appoints the Security Trustee to act as its trustee and its agent in connection herewith (with power to sub-delegate and under exemption from any restrictions regarding acting on behalf of several parties and acting both on its own behalf as well as on behalf of other parties, as may be contained in applicable local law). (c) Each Secured Party hereby authorises the Security Trustee (whether or not by or through employees or agents): (i) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Security Trustee by the terms hereof and/or under the Security Documents together with such rights, remedies, powers and discretions as are reasonably incidental thereto or necessary to give effect to the rights, remedies, powers and discretions of the Security Trustee hereby created; (ii) to enter into each Security Document for and on their behalf as trustee and as agent; (iii) to hold the Transaction Security on trust and as security agent for and on their behalf in connection herewith unless otherwise provided under any Transaction Security; (iv) to acknowledge the provisions of each Security Document, including without limitation any "parallel debt" provision contained therein; (v) to take such action on its behalf as may from time to time be authorised under or in accordance with the Security Documents and this Agreement; and (vi) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the Finance Documents under German law and to agree to and execute on its behalf as its representative (Stellvertreter) any 119 amendments and/or alterations to any Security Document governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of re-lease of such Security. (d) Each of the Secured Parties hereby releases the Security Trustee to the extent permissible under each Secured Party's respective constitutional documentations from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Burgerliches Gesetzbuch), to make use of any authorisation granted under this Agreement and to perform its duties and obligations as Security Trustee hereunder and under the Security Documents. (e) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Security Trustee on such Secured Party's behalf (including for the avoidance of doubt the declarations made by the Security Trustee as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Party as future pledgee or otherwise).