SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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                          (E)       postpone any date fixed for the payment in
                 respect of principal of, or interest on the indebtedness
                 described herein, or any fees hereunder;

                          (F)       modify the definition of Majority Lenders;

                          (G)       modify this Section 11.02(b)(iii).

                 (c)      The Agent, upon its receipt of actual notice thereof,
         shall notify the Lenders of: (i) each proposed action that would
         require the consent of the Lenders as set forth herein, or (ii) any
         action proposed to be taken by the Agent in the administration of the
         Loans and Loan Documents not in the ordinary course of business;
         provided that any failure of the Agent to give the Lenders any such
         notice shall not alone be the basis for any liability of the Agent to
         the Lenders except for the Agent's gross negligence or willful

                 (d)      The Lenders agree that the Agent shall incur no
         liability under or in respect of this Agreement with respect to
         anything which it may do or refrain from doing in the reasonable
         exercise of its judgment or which may seem to it to be necessary or
         desirable in the circumstances, except for its gross negligence or
         willful misconduct. Agent shall incur no liability to any of the
         Lenders for giving consent on behalf of the Lenders when under the
         terms of this Agreement consent may not be unreasonably withheld.

                 (e)      The Agent shall not be liable to the Lenders or to
         any Lender in acting or refraining from acting under this Agreement or
         any other Loan Document in accordance with the instructions of the
         Majority Lenders or all of the Lenders, where expressly required by
         this Agreement, and any action taken or failure to act pursuant to
         such instructions shall be binding on all Lenders. In each
         circumstance where any consent of or direction from the Majority
         Lenders or all of the Lenders is required or requested by Agent, the
         Agent shall send to the Lenders a notice setting forth a description
         in reasonable detail of the matter as to which consent or direction is
         requested and the Agent's proposed course of action with respect
         thereto. In the event the Agent shall not have received a response
         from any Lender within five (5) Business Days after Agent sends such
         notice, such Lender shall be deemed to have agreed to the course of
         action proposed by the Agent.

         Section 11.03 Agent's Duties Limited; No Fiduciary Duty. The Lenders
agree that the Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents. The Lenders
agree that none of the Agent nor any of its respective officers, directors,
employees or agents shall be liable for any action taken or omitted by it as
such hereunder or in connection herewith, unless caused by its or