11.
AGENT.
11.1
APPOINTMENT.
LENDERS HEREBY IRREVOCABLY APPOINT BOS (USA) INC., TO
ACT AS AGENT HEREUNDER AND AS AGENT OR COLLATERAL AGENT OR "ASSIGNEE" OR
"SECURED PARTY" (OR IN ANY OTHER SIMILAR REPRESENTATIVE CAPACITY DESIGNATED IN
ANY SECURITY DOCUMENT) UNDER THE SECURITY DOCUMENTS (IN SUCH CAPACITY, THE
"AGENT").
EACH LENDER HEREBY IRREVOCABLY AUTHORIZES, AND EACH HOLDER OF ANY
NOTE BY THE ACCEPTANCE OF SUCH NOTE SHALL BE DEEMED IRREVOCABLY TO AUTHORIZE,
AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT,
THE NOTES, THE SECURITY DOCUMENTS, THE OTHER LOAN DOCUMENTS AND ANY OTHER
INSTRUMENTS AND AGREEMENTS REFERRED TO THEREIN AND TO EXERCISE SUCH POWERS
THEREUNDER AS ARE SPECIFICALLY DELEGATED TO OR REQUIRED OF IT BY THE TERMS
THEREOF AND SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO; PROVIDED
THAT AGENT SHALL NOT TAKE ANY ACTION TO REALIZE UPON ANY SECURITY INTEREST IN
ANY OF THE COLLATERAL, OR RELEASE ANY SUBSTANTIAL PORTION OF THE COLLATERAL,
WITHOUT THE CONSENT OF THE MAJORITY LENDERS.
AGENT MAY PERFORM ANY OF ITS
DUTIES UNDER ANY OF THE LOAN DOCUMENTS BY OR THROUGH ITS AGENTS OR EMPLOYEES.
11.2
NATURE OF DUTIES.
AGENT SHALL HAVE NO DUTIES OR RESPONSIBILITIES
EXCEPT THOSE EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS.
NEITHER AGENT NOR ANY
OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO ANY LENDER
FOR ANY ACTION TAKEN OR OMITTED BY IT UNDER ANY OF THE LOAN DOCUMENTS, OR IN
CONNECTION THEREWITH UNLESS CAUSED BY ITS OR THEIR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
NOTHING IN THE LOAN DOCUMENTS, EXPRESSED OR IMPLIED, IS INTENDED TO
OR SHALL BE SO CONSTRUED AS TO IMPOSE UPON AGENT ANY OBLIGATIONS IN RESPECT OF
THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH THEREIN.
THE DUTIES OF AGENT
UNDER THE LOAN DOCUMENTS SHALL BE
56
MECHANICAL AND ADMINISTRATIVE IN NATURE AND AGENT SHALL NOT HAVE BY REASON OF
ITS DUTIES UNDER THE LOAN DOCUMENTS A FIDUCIARY RELATIONSHIP IN RESPECT OF ANY
LENDER.
AGENT AGREES TO DELIVER PROMPTLY TO EACH LENDER (I) COPIES OF NOTICES
RECEIVED BY IT PURSUANT TO SECTIONS 7.1, 7.2 AND 7.11 OF THIS AGREEMENT, AND
(II) COPIES OF ALL DOCUMENTS REQUIRED TO BE DELIVERED HEREUNDER BY BORROWER TO
LENDERS DIRECTLY BUT THAT ARE NOT SO DELIVERED TO ANY LENDER (BUT WERE DELIVERED
TO AGENT) IF SUCH LENDER NOTIFIES AGENT THAT IT HAS NOT RECEIVED SUCH DOCUMENT
OR DOCUMENTS, SPECIFYING SAME.
11.3
LACK OF RELIANCE.
INDEPENDENTLY AND WITHOUT RELIANCE ON AGENT,
EACH LENDER TO THE EXTENT IT DEEMS APPROPRIATE HAS MADE AND SHALL CONTINUE TO
MAKE (I) ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND
AFFAIRS OF THE LOAN PARTIES IN CONNECTION WITH THE MAKING AND THE CONTINUANCE OF
THE LOANS AND ITS COMMITMENTS HEREUNDER AND THE TAKING OR NOT TAKING OF ANY
ACTION IN CONNECTION HEREWITH, (II) ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF
THE LOAN PARTIES AND (III) ITS OWN INDEPENDENT INVESTIGATION AND APPRAISAL OF
THE COLLATERAL; AND, EXCEPT AS EXPRESSLY PROVIDED IN THE LOAN DOCUMENTS, AGENT
SHALL HAVE NO DUTY OR