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JOINDER TO SUBSIDIARY
GUARANTY
Each of the
undersigned (each, a “ Guarantor ”) joins
in the Subsidiary Guaranty dated as of May 1, 2006 from the
Guarantors named therein in favor of the Holders, as defined
therein, and (i) jointly and severally with the other
Guarantors under the Subsidiary Guaranty, guarantees to the Holders
from time to time of the Notes the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) and the
full and prompt performance and observance of all Obligations (as
defined in Section 2 of the Subsidiary Guaranty),
(ii) accepts and agrees to perform and observe all of the
covenants set forth therein, (iii) waives the rights set forth
in Section 5 of the Subsidiary Guaranty, (iv) waives the
rights, submits to jurisdiction, and waives service of process as
described in Section 11 of the Subsidiary Guaranty and
(v) agrees to be bound by all of the terms thereof and each
represents and warrants to the Holders that:
(a) such Guarantor
is validly existing and in good standing or equivalent status under
the laws of its jurisdiction of organization and has the requisite
power and authority to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which
it is currently engaged;
(b) such Guarantor
has the requisite power and authority and the legal right to
execute and deliver this Joinder to Subsidiary Guaranty (“
Joinder ”) and to perform its obligations
hereunder and under the Subsidiary Guaranty and has taken all
necessary action to authorize its execution and delivery of this
Joinder and its performance of the Subsidiary Guaranty;
(c) the Subsidiary
Guaranty constitutes a legal, valid and binding obligation of such
Guarantor enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforceme
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