SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   38


         Section 9.17  Computations; Accounting Principles. Where the character
or amount of any asset or liability or item of income or expense is required to
be determined, or any consolidation or other accounting computation is required
to be made for the purposes of this Agreement, such determination or
calculation, to the extent applicable and except as otherwise specified in this
Agreement, shall be made in accordance with GAAP applied on a consolidated basis
consistent with those in effect at the Closing Date.

         Section 9.18  Costs, Expenses, and Taxes. Borrower agrees to pay on
demand all out-of-pocket costs and expenses of Lender (including the reasonable
fees and out-of-pocket expenses of counsel for Lender) incurred by Lender in
connection with the preparation, execution, delivery, administration,
interpretation, enforcement, or protection of Lender's rights under the Loan
Documents (including any suit for declaratory judgment or interpretation of the
provisions hereof). In addition, Borrower agrees to pay, and to hold Lender
harmless from all liability for, any stamp or other taxes (including taxes under
Tennessee Code Annotated Section 67-4-409 due upon the recordation of mortgages
and financing statements) which may be payable in connection with the execution
or delivery of this Agreement, the Advances, and the Collateral under this
Agreement, or the issuance of the Note or any other Loan Documents delivered or
to be delivered under or in connection with this Agreement. Borrower, upon
request, promptly will reimburse Lender for all amounts expended, advanced, or
incurred by Lender to satisfy any obligation of Borrower under this Agreement or
any other Loan Documents, or to perfect a Lien in favor of Lender, or to protect
the Properties or business of Borrower or to collect the Obligations, or to
enforce the rights of Lender under this Agreement or any other Loan Document,
which amounts will include all court costs, attorney's fees, fees of auditors
and accountants, and investigation expenses reasonably incurred by Lender in
connection with any such matters, together with interest thereon at the rate
applicable to past due principal and interest as set forth in the Loan Documents
but in no event in excess of the maximum lawful rate of interest permitted by
applicable law on each such amount. All obligations for which this Section
provides shall survive any termination of this Agreement.

         Section 9.19  Distribution of Information.  The Borrower hereby
authorizes the Lender, as the Lender may elect in its sole discretion, to
discuss with and furnish to any affiliate of the Lender, to any government or
self-regulatory agency with jurisdiction over the Lender, or to any participant
or prospective participant, all financial statements, audit reports and other
information pertaining to the Borrower and/or its Subsidiaries whether such
information was provided by Borrower or prepared or obtained by the Lender or
third parties. Neither the Lender nor any of its employees, officers, directors
or agents make any representation or warranty regarding any audit reports or
other analyses of Borrower which the Lender may elect to distribute, whether
such information was provided by Borrower or prepared or





                                       38