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.
Non-Reliance on Agent and Other Banks Each Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.
Non-Reliance on Administrative Agent and Other Banks Each Bank expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any Agent to any Bank. Each Bank represents to the Agents that it has, independently and without reliance upon any Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, Administrative Agent, attorneys-in-fact or Affiliates.
Non-Reliance on the Administrative Agent and Other Lenders Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans and issue or participate in Letters of Credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder or by the other Loan Documents, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.
Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
