Exhibit 10.3
JOINDER TO SUBSIDIARY
GUARANTY
The undersigned (the “
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 the Guarantor represents and warrants to the
Holders that:
(a) the 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) the 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 the Guarantor
enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, ins
