SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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kind of banking, trust, financial advisory or other business with the Borrower
and the Guarantors, and any affiliate of the Borrower as if it were not
performing the duties specified herein as Agent, and may accept fees and other
consideration from the Borrower for services in connection with this Agreement
and otherwise without having to account for the same to the Lenders.

         Section 11.09 Successor Agent. (a) The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with cause by the Majority Lenders; provided, however, the
Agent may not resign or be removed until (i) a successor Agent has been
appointed and shall have accepted such appointment and (ii) the successor Agent
has assumed all responsibility for issuance of the Letters of Credit and the
successor Agent has assumed in the place and stead of the Agent all existing
liability under outstanding Letters of Credit. The transactions described in
the immediately preceding sentence shall be accomplished pursuant to written
agreements reasonably satisfactory to the Agent and the successor Agent. Upon
any such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed
by the Majority Lenders, and shall have accepted such appointment, within
thirty (30) days after the retiring Agent's giving of notice of resignation or
the Majority Lenders' removal of the retiring Agent, then the retiring Agent
may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank
that maintains an office in the United States, or a commercial bank organized
under the laws of the United States of America or any State thereof, or any
Affiliate of such bank, having a combined capital and surplus of at least

         (b)      Upon the acceptance of any appointment as the Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Article XI shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Agreement.

         Section 11.10 Notice of Default or Event of Default. In the event that
the Agent or any of the Lenders shall acquire actual knowledge, or shall have
been notified, of any Default Condition or Event of Default (other than through
a notice by one party hereto to all other parties), the Agent or such Lender
shall promptly notify the Agent, and the Agent shall take such action and
assert such rights under this Agreement as the Majority Lenders shall request
in writing, and the Agent shall not be subject to any liability by reason of
its acting pursuant to any such request. If, following notification by Agent to
Lenders, the Majority Lenders (or all of the Lenders if required hereunder)
shall fail to request the Agent to take action or to assert rights under this