Administrative Agent’s and Lender’s Rights In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.
4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [
AGENTS AND LENDERS rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Agent or any Lender may have under any other agreement, including the other Loan Documents, by operation of law or otherwise. Recourse to the Collateral shall not be required.
Administrative Agent and Affiliates The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Restricted Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.
Administrative Agent’s Reliance Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct in connection with its duties expressly set forth herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender, any Issuing Bank or any other Person, or shall be responsible to any Lender, any Issuing Bank or any other Person for any statement, warranty or representation made or deemed made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of the Borrower or other Persons, or to inspect the property, books or records of the Borrower or any other Person; (c) shall be responsible to any Lender or any Issuing Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lender Parties in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent jurisdiction in a final non-appealable judgment.
Administrative Agent and Other Agents SECTION 9.01. Appointment and Authorization of Agents 115 SECTION 9.02. Delegation of Duties 116 SECTION 9.03. Liability of Agents 117 SECTION 9.04. Reliance by Agents 117 SECTION 9.05. Notice of Default 117 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 118 SECTION 9.07. Indemnification of Agents 118 SECTION 9.08. Agents in their Individual Capacities 119 SECTION 9.09. Successor Agents 119 SECTION 9.10. Administrative Agent May File Proofs of Claim 120 SECTION 9.11. Collateral and Guaranty Matters 121 SECTION 9.12. Other Agents; Arrangers and Managers 121 SECTION 9.13. Appointment of Supplemental Administrative Agents 122 SECTION 10.01. Amendments, Etc. 123 SECTION 10.02. Notices and Other Communications; Facsimile Copies 124 SECTION 10.03. No Waiver; Cumulative Remedies 126 SECTION 10.04. Attorney Costs, Expenses and Taxes 126 SECTION 10.05. Indemnification by the Borrower 126 SECTION 10.06. Payments Set Aside 127 SECTION 10.07. Successors and Assigns 128 SECTION 10.08. Confidentiality 134 SECTION 10.09. Setoff 135 SECTION 10.10. Interest Rate Limitation 135 SECTION 10.11. Counterparts 136 SECTION 10.12. Integration 136 SECTION 10.13. Survival of Representations and Warranties 136 SECTION 10.14. Severability 136 SECTION 10.15. Tax Forms 136 SECTION 10.16. Governing Law 139 SECTION 10.17. Waiver of Right to Trial by Jury 139 SECTION 10.18. Binding Effect 139 SECTION 10.19. Lender Action 140 SECTION 10.20. USA PATRIOT Act 140 SECTION 10.21. No Fiduciary Relationship 140 SCHEDULES I Guarantors 1.01A Certain Security Interests and Guarantees
1. 01B Mortgaged Properties 1.01C Immaterial Subsidiaries
1. 01D Related Professional Corporations 2.01 Commitments 5.09 Environmental Matters 5.10 Taxes 5.11 ERISA Compliance 5.12 Subsidiaries and Other Equity Investments 6.13(a)(ii) Certain Post-Closing Obligations 7.01(b) Existing Liens 7.02(f) Existing Investments 7.03(b) Existing Indebtedness 7.05(l) Dispositions 7.08 Transactions with Affiliates 7.09 Existing Restrictions EXHIBITS A Committed Loan Notice B Swing Line Loan Notice C-1 Tranche A Term Note C-2 Tranche B Term Note C-3 Revolving Credit Note D Compliance Certificate E Assignment and Assumption F Guaranty G Security Agreement H Mortgage J Intellectual Property Security Agreement K Auction Procedures L Affiliated Lender Assignment Assumption This CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2011, among TEAM HEALTH, INC., a Tennessee corporation (the “Borrower”), TEAM HEALTH HOLDINGS, INC., a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, as Syndication Agent.