THE TERM "ADMINISTRATIVE
AGENT", THE ADMINISTRATIVE AGENT'S LEGAL RELATIONSHIP WITH THE LENDERS SHALL NOT
BE ONE OF AGENCY, IT BEING UNDERSTOOD AND AGREED TO BY THE LENDERS THAT THE
ADMINISTRATIVE AGENT IS AN INDEPENDENT CONTRACTOR FOR THE LENDERS.
(B)
FOR THE SOLE PURPOSE OF THE SHIP MORTGAGES, THE ADMINISTRATIVE
AGENT IS HEREBY APPOINTED AS TRUSTEE FOR PURPOSES OF HOLDING THE SHIP MORTGAGES
AS MORTGAGEE ON BEHALF OF THE LENDERS, AND THE ADMINISTRATIVE AGENT HEREBY
ACCEPTS SUCH APPOINTMENT AS TRUSTEE AND AGREES TO ACT AS MORTGAGEE UNDER THE
SHIP MORTGAGES IN SUCH CAPACITY.
SECTION 8.2.
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY OF
ITS DUTIES UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY OR THROUGH ITS
AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
THE ADMINISTRATIVE
AGENT SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR
ATTORNEY-IN-FACT THAT IT SELECTS WITH REASONABLE CARE.
SECTION 8.3.
LIABILITY OF ADMINISTRATIVE AGENT.
NONE OF THE ADMINISTRATIVE
AGENT-RELATED PERSONS SHALL (I) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT (EXCEPT FOR ITS OWN GROSS NEGLIGENCE, BAD FAITH OR WILLFUL
MISCONDUCT), OR (II) BE RESPONSIBLE IN ANY MANNER TO ANY OF THE LENDERS FOR ANY
RECITAL, STATEMENT, REPRESENTATION OR WARRANTY MADE BY THE BORROWER OR ANY
SUBSIDIARY OR AFFILIATE OF THE BORROWER, OR ANY OFFICER THEREOF, CONTAINED IN
THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY CERTIFICATE, REPORT,
STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE
ADMINISTRATIVE AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR THE VALUE OF ANY COLLATERAL OR THE VALIDITY,
EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR FOR ANY FAILURE OF THE BORROWER OR ANY OTHER PARTY
TO ANY LOAN DOCUMENT TO PERFORM ITS OBLIGATIONS HEREUNDER OR THEREUNDER.
NO
ADMINISTRATIVE AGENT-RELATED PERSON SHALL BE UNDER ANY OBLIGATION TO ANY LENDER
TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF THE
AGREEMENTS CONTAINED IN, OR CONDITIONS, OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF THE BORROWER OR ANY
OF ITS SUBSIDIARIES OR AFFILIATES.
SECTION 8.4.
RELIANCE BY ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO RELY, AND SHALL BE
FULLY PROTECTED IN RELYING, UPON ANY WRITING, RESOLUTION, NOTICE, CONSENT,
CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM, FACSIMILE, TELEX OR TELEPHONE MESSAGE,
STATEMENT OR OTHER DOCUMENT OR CONVERSATION BELIEVED BY IT TO BE GENUINE AND
CORRECT AND TO HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON OR PERSONS,
AND UPON ADVICE AND STATEMENTS OF LEGAL COUNSEL (INCLUDING COUNSEL TO THE LOAN
PARTIES), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY THE
ADMINISTRATIVE AGENT.
EXCEPT FOR ITS EXPRESS OBLIGATIONS SET FORTH IN ARTICLE
II HEREOF, THE ADMINISTRATIVE AGENT SHALL BE FULLY JUSTIFIED