SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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expressly required under the terms of this Agreement); and the Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, none of the Lenders shall have any right of action whatsoever
against the Agent as a result of the Agent acting or refraining from acting
hereunder in accordance with the instructions of the Majority Lenders (or, with
regard to acts for which the consent of all of the Lenders is expressly
required under the terms of this Agreement, in accordance with the instructions
of all of the Lenders).

         Section 11.06 Reliance by Agent. The Lenders agree that the Agent shall
be entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, telex, teletype or
telecopier message, cablegram, radiogram, order or other documentary,
teletransmission or telephone message reasonably believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person. The
Lenders agree that the Agent may consult with legal counsel (including counsel
for any of the Lenders), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.

         Section 11.07 Indemnification of Agent. To the extent the Agent is not
reimbursed and indemnified by the Borrower, each of the Lenders will reimburse
and indemnify the Agent, ratably according to their respective Pro Rata Share,
for, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including fees of
experts, consultants and counsel and disbursements) or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by or asserted
against the Agent in performing its duties hereunder, in any way relating to or
arising out of this Agreement or the other Loan Documents; provided that none
of the Lenders shall be liable to the Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Agent's gross
negligence or willful misconduct. The obligations and indemnifications arising
under this Section 11.07 shall survive termination of this Agreement, repayment
of the Loans and indebtedness arising in connection with the Letters of Credit
and expiration of the Letters of Credit.

         Section 11.08 The Agent in its Individual Capacity. With respect to its
obligation to lend under this Agreement and the Loans made by it, the Agent
shall have the same rights and powers hereunder as any other of the Lenders,
and may exercise the same as though it were not performing the duties of Agent
specified herein; and the terms "Lenders" and "Majority Lenders" or any similar
terms shall, unless the context clearly otherwise indicates, include the Agent
in its individual capacity. The Agent and its affiliates may accept deposits
from, lend money to, and generally engage in any





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