GUARANTOR ACKNOWLEDGMENT AND AGREEMENT
Exhibit (10)
(iii)
GUARANTOR
ACKNOWLEDGMENT AND AGREEMENT
Each of
the undersigned consents and agrees to and acknowledges the terms of the
foregoing Amendment No. 5 to Credit Agreement, dated as of November 5, 2008.
Each of the undersigned specifically acknowledges the terms of and consent to
the waivers set forth therein. Each of the undersigned further agrees
that the obligations of each of the undersigned pursuant to the Closing Date
Guaranty executed by each of the undersigned shall remain in full force and
effect and be unaffected hereby.
Each of
the undersigned, by signing below, hereby waives and releases the Lender and its
respective directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and counterclaims of
which any of the undersigned is aware, such waiver and release being with full
knowledge and understanding of the circumstances and effect thereof and after
having consulted legal counsel with respect thereto.
EACH OF
THE UNDERSIGNED WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THE
UNDERSIGNED, THE BORROWER AND/OR THE LENDER, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT, THE CREDIT AGREEMENT, THE NOTE OR OTHER RELATED
WRITING, INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, each of the undersigned has duly executed and delivered this
Guarantor Acknowledgement and Agreement as of the date first written
above.
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DCA
of Adel, LLC
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DCA
of Aiken, LLC
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DCA
of Xxxxxxxx, LLC
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DCA
of Xxxxxxx, LLC
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DCA
of Camp Hill, LLC
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DCA
of Central Valdosta, LLC
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DCA
of Chesapeake, LLC
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DCA
of Columbus, LLC
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DCA
of Xxxxxx, LLC
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DCA
of Edgefield, LLC
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DCA
of Xxxxxxxxxx, LLC
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DCA
of Lemoyne, Inc.
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DCA
of Manahawkin, Inc.
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DCA
of Mechanicsburg, LLC
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DCA
of North Baltimore, LLC
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DCA
of Xxxxxxx, LLC
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DCA
of Rockville, LLC
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DCA
of Royston, LLC
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DCA
of Selinsgrove, LLC
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DCA
of So. Ga., LLC
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DCA
of South Aiken, LLC
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DCA
of Warsaw, LLC
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DCA
of Wellsboro, Inc.
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Keystone
Kidney Care, Inc.
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York
Realty Managers, LLC
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxx
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Title:
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President
of each of the foregoing Guarantors
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