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.
| DCA of Adel, LLC | |||
| DCA of Aiken, LLC | |||
| DCA of Barnwell, LLC | |||
| DCA of Calhoun, LLC | |||
| DCA of Camp Hill, LLC | |||
| DCA of Central Valdosta, LLC | |||
| DCA of Chesapeake, LLC | |||
| DCA of Columbus, LLC | |||
| DCA of Dalton, LLC | |||
| DCA of Edgefield, LLC | |||
| DCA of Fitzgerald, LLC | |||
| DCA of Lemoyne, Inc. | |||
| DCA of Manahawkin, Inc. | |||
| DCA of Mechanicsburg, LLC | |||
| DCA of North Baltimore, LLC | |||
| DCA of Norwood, LLC | |||
| DCA of Rockville, LLC | |||
| DCA of Royston, LLC | |||
| DCA of Selinsgrove, LLC | |||
| DCA of So. Ga., LLC | |||
| DCA of South Aiken, LLC | |||
| DCA of Warsaw, LLC | |||
| DCA of Wellsboro, Inc. | |||
| Keystone Kidney Care, Inc. | |||
| York Realty Managers, LLC | |||
| By: | /s/ Stephen W. Everett | ||
| Name: | Stephen W. Everett | ||
| Title: | President of each of the foregoing Guarantors | ||
2