Each Subsidiary Guarantor hereby jointly and severally agrees, in furtherance of the foregoing and not in limitation of any other right that any Beneficiary may have at law or in equity against any Subsidiary Guarantor by virtue hereof, that upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. § 362(a)), each Subsidiary Guarantor will upon demand pay, or cause to be paid, in cash, the unpaid amount of all Guaranteed Obligations owing to the Beneficiary or Beneficiaries making such demand an amount equal to all of the Guaranteed Obligations then due to such Beneficiary or Beneficiaries.

Guarantee of Guaranteed Obligations. Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to and for the benefit of the Lender, the prompt and complete payment and performance by the Borrower and each other Guarantor, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 2.1, for all present and future Guaranteed Obligations, including specifically all future increases, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency or Liquidation Proceeding involving such other obligor. For the avoidance of doubt, each Guarantor shall also be liable under this guarantee for any payments on the Guaranteed Obligations which are clawed-back from the Lender in an Insolvency or Liquidation Proceeding.

Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Section 2 hereof shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering such Guarantor’s obligations under Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law, in each case after giving full effect to the liability under such guarantee set forth in Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be subordinated to and only enforceable and payable after the guaranty under Section 2 hereof. To the fullest extent permitted by applicable law, this [Section 2.2(a)] shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor.

Reinstatement of Guaranteed Obligations. If claim is ever made on the Administrative Agent or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations, and the Administrative Agent or such Lender repays all or part of said amount by reason of # any judgment, decree or order of any court or administrative body of competent jurisdiction, or # any settlement or compromise of any such claim effected by the Administrative Agent or such Lender with any such claimant (including either Borrower or a trustee in bankruptcy for either Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of any of the Loan Documents and each Guarantor shall be and remain liable to the Administrative Agent or such Lender for the amounts so repaid or recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such Lender.

Reduced Salary. A reduction by the Corporation in the Executive’s annual base salary as in effect immediately prior to the Change in Control; or

Reduced Salary. A reduction by the Corporation in the Executive’s annual base salary as in effect immediately prior to the Change in Control; or

Reduced Salary. A reduction by the Corporation in the Executive’s annual base salary as in effect immediately prior to the Change in Control; or

Reduced Salary. A reduction by the Corporation in the Executive’s annual base salary as in effect immediately prior to the Change in Control; or

NO IMPAIRMENT OF GUARANTEED OBLIGATIONS. Guarantor further agrees that Guarantor’s liability for the Guaranteed Obligations shall in no way be released, discharged, impaired or affected or subject to any counterclaim, setoff or deduction by # any waiver, consent, extension, indulgence, compromise, release, departure from or other action or inaction of Sublessor under or in respect of the Sublease or this Guaranty, or any obligation or liability of Sublessee, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect to the Sublease or this Guaranty, # any change in the time, manner or place of payment or performance of the Guaranteed Obligations, # the acceptance by Sublessor of any additional security or any increase, substitution or change therein, # the release by Sublessor of any security or any withdrawal thereof or decrease therein, # any assignment of the Sublease or any subletting of all or any portion of the Premises (with or without Sublessor’s or Prime Lessor’s consent), # any holdover by Sublessee beyond the term of the Sublease # any termination of the Sublease, # any release or discharge of Sublessee in any bankruptcy, receivership or other similar proceedings, # the impairment, limitation or modification of the liability of Sublessee or the estate of Sublessee in bankruptcy or of any remedy for the enforcement of Sublessee’s liability under the Sublease resulting from the operation of any present or future provisions of any bankruptcy code or other statute or from the decision in any court, or the rejection or disaffirmance of the Sublease in any such proceedings, # any merger, consolidation, reorganization or similar transaction involving Sublessee, even if Sublessee ceases to exist as a result of such transaction, # the change in the corporate relationship between Sublessee and Guarantor or any termination of such relationship, # any change in the direct or indirect ownership of all or any part of the shares in Sublessee, or # to the extent permitted under applicable law, any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, which might otherwise constitute a legal or equitable defense or discharge of the liabilities of Guarantor or which might otherwise limit recourse against Guarantor. Guarantor further understands and agrees that Sublessor may at any time enter into agreements with Sublessee to amend and modify the Sublease, and may waive or release any provision or provisions of the Sublease, and, with reference to such instruments, may make and enter into any such agreement or agreements as Sublessor and Sublessee may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Sublessor’s rights hereunder or Guarantor’s obligations hereunder, unless otherwise agreed in writing thereunder or under the Sublease.

Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Administrative Agent and the Lenders shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.