CERTAIN BORROWER ACKNOWLEDGEMENTS. (a) Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by the other Borrowers because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive the credit facilities on favorable terms granted by this Agreement and other Loan Documents which would not have been available to an individual Borrower acting alone. Each Borrower has determined that it is in its best interest to procure credit facilities which each Borrower may utilize directly and which receive the credit support of the other Borrowers as contemplated by this Agreement and the other Loan Documents.
CERTAIN BORROWER ACKNOWLEDGEMENTS. Each Borrower hereby acknowledges that neither the Administrative Agent nor any other Lender has any fiduciary relationship with, or any fiduciary duty to any Borrower arising out of or in connection with this Agreement or any of the other Loan Documents and the relationship between the Administrative Agent and the other Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
CERTAIN BORROWER ACKNOWLEDGEMENTS. 63 9.2 CERTAIN INTER-BORROWER AGREEMENTS.................................................... 64 9.3 RECORDS.............................................................................. 64
CERTAIN BORROWER ACKNOWLEDGEMENTS. The Borrower hereby acknowledges that neither the Administrative Agent nor any other Lender Party has any fiduciary relationship with, or any fiduciary duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents and the relationship between the Administrative Agent and the other Lender Parties, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
CERTAIN BORROWER ACKNOWLEDGEMENTS. 136 12.22 CERTAIN LENDER PARTY ACKNOWLEDGEMENTS.......................... 136 12.23 CONSENTS AND APPROVALS OF SIGNING PARTIES...................... 136 12.24 CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL................................................... 136 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 20, 1999, by and among GENESIS HEALTH VENTURES, INC., a Pennsylvania corporation (together with its successors, "Genesis"), the Subsidiaries of Genesis referred to on the signature pages hereto (and such other Subsidiaries of Genesis which may from time to time become Borrowers hereunder in accordance with the provisions hereof) (collectively with Genesis, the "Borrowers"), the Lenders referred to on the signature pages hereto (together with other lenders parties hereto from time to time, and their successors and assigns, the "Lenders"), MELLON BANK, N.A., a national banking association, as issuer of Letters of Credit hereunder (in such capacity, together with its successors and assigns in such capacity, the "Issuer"), MELLON BANK, N.A., a national banking association, as Administrative Agent for itself and for the other Agents, the Lenders and the Issuer hereunder (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), CITICORP USA, INC., a Delaware corporation, as Syndication Agent, FIRST UNION NATIONAL BANK, a national banking association, as Documentation Agent, and BANK OF AMERICA, N.A. (as successor to NATIONSBANK, N.A. and BANK OF AMERICA NT&SA), a national banking association, as Syndication Agent. Certain terms used herein are defined in Article 11 below.
CERTAIN BORROWER ACKNOWLEDGEMENTS. 124 12.22 CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL...............................................124
CERTAIN BORROWER ACKNOWLEDGEMENTS. 83 9.20 CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL............................................ 84 CREDIT AGREEMENT CREDIT AGREEMENT, dated as of October 9, 1997, by and among GENESIS ELDERCARE ACQUISITION CORP., a Delaware corporation formerly named Waltz Acquisition Corp. (together with its successors, the "Borrower"), the Lenders referred to on the signature pages hereto together with other lenders parties hereto from time to time pursuant to Section 9.9 below and their successors and assigns, the "Lenders"), MELLON BANK, N.A., a national banking association, as Administrative Agent for itself, the other Agents, and for the Lenders hereunder (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), and CITICORP USA, INC., a Delaware corporation, as Syndication Agent, NATIONSBANK, N.A., a national banking association, as Syndication Agent and FIRST UNION NATIONAL BANK, a national banking association, as Documentation Agent. Certain terms used herein are defined in Article 8 below.
CERTAIN BORROWER ACKNOWLEDGEMENTS. 81 11.21 Consent To Jurisdiction, Service And Venue; Waiver Of Jury Trial...............................81 11.22
CERTAIN BORROWER ACKNOWLEDGEMENTS. 96 11.21 CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL..................... 96 Exhibits A-1 Note B Borrowing Notice C Prepayment Notice D LIBO Rate Selection Notice E Form of Security Agreement F Form of Stock Pledge G Insurance Assignment H Certificate of Pro Forma Covenant Compliance I Quarterly Compliance Certificate J Form of Seller Subordination Agreement K Form of Seller Subordination Agreement (for seller notes aggregating less than $2,000,000 in original principal amount) L Assignment and Acceptance
CERTAIN BORROWER ACKNOWLEDGEMENTS. Each Borrower hereby acknowledges that neither the Agent nor any other Lender has any fiduciary relationship with, or any fiduciary duty to any Borrower arising out of or in connection with this Agreement or any of the other Loan Documents and the relationship between the Agent and the other Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
