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. (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.
(b) The Lenders have advised the Borrowers that they are unwilling to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable for the due and proper payment of the obligations of each other Borrower under this Agreement and other Loan Documents. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Lenders to extend credit pursuant to this Agreement and the other documents executed in connection herewith (i) because of the desirability to each Borrower of the credit facilities, the interest rates and the modes of borrowing available hereunder, (ii) because each Borrower may engage in transactions jointly with other Borrowers and (iii) because each Borrower may require, from time to time, access to funds under this Agreement for the purposes herein set forth.
(c) Each Borrower has determined that it has and, after giving effect to the transactions contemplated by this Agreement and the other Loan Documents (including, without limitation, the inter-Borrower arrangement set forth in this Article 9 will have, assets having a fair saleable value in excess of the amount required to pay its probable liability on its existing debts as they fall due for payment and that the sum of its debts is not and will not then be greater than all of its property at a fair valuation, that such Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts from time to time incurred in connection therewith as such debts mature and that the value of the benefits to be derived by such Borrower from the access to funds under this Agreement (including...
CERTAIN BORROWER ACKNOWLEDGEMENTS. 93 10B.2 CERTAIN INTER-BORROWER AGREEMENTS.............................. 94 10B.3 RECORDS........................................................ 94 Article 11
CERTAIN BORROWER ACKNOWLEDGEMENTS. 81 11.21 CONSENT TO JURISDICTION, SERVICE AND VENUE; WAIVER OF JURY TRIAL..............................81 11.22
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. 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.
CERTAIN BORROWER ACKNOWLEDGEMENTS. 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. Consent To Jurisdiction, Service And Venue; Waiver Of Jury Trial...............................81 11.22
CERTAIN BORROWER ACKNOWLEDGEMENTS. The Borrower and each Subsidiary Obligor hereby acknowledges that the Lender does not have 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 Lender, on the one hand, and the Borrower or any Subsidiary Obligor, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
