AMENDED AND RESTATED GENERAL CONTINUING LIMITED GUARANTY

“Enforcement Costs” has the meaning set forth in Section 12 of this Guaranty.

“Guarantied Obligations” means the due and punctual payment of the principal of, and interest (including any interest that, but for the commencement of an Insolvency Proceeding, would have accrued) on, any and all premium on, and any and all fees, costs, indemnities, and expenses incurred in connection with, the Indebtedness owed by Borrower to Lender or any Bank Product Provider pursuant to the terms of the Loan Agreement or any other Loan Document.

“Guarantor” has the meaning set forth in the preamble to this Guaranty.

“Guaranty” has the meaning set forth in the preamble to this Guaranty.

“Guaranty Limitation” has the meaning set forth in Section 2 of this Guaranty.

“Indebtedness” means any and all obligations (including the Obligations), indebtedness, or liabilities of any kind or character arising directly or indirectly out of or in connection with the Loan Agreement or any other Loan Document, including all such obligations, indebtedness, or liabilities, whether for principal, interest (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts), premium, reimbursement obligations, fees, costs, expenses (including attorneys’ fees), or indemnity obligations, whether heretofore, now, or hereafter made, incurred, or created, whether voluntarily or involuntarily made, incurred, or created, whether secured or unsecured (and if secured, regardless of the nature or extent of the security), whether absolute or contingent, liquidated or imliquidated, or determined or indeterminate, whether individual or joint liability, and whether recovery is or hereafter becomes barred by any statute of limitations or otherwise becomes unenforceable for any reason whatsoever, including any act or failure to act by Lender or any Bank Product Provider.

“Lender” has the meaning set forth in the preamble to this Guaranty.

“Loan Agreement” has the meaning set forth in the recitals to this Guaranty.

“Voidable Transfer” has the meaning set forth in Section 9 of this Guaranty.

(b)           Construction. Unless the context of this Guaranty clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Guaranty refer to this Guaranty as a whole and not to any particular provision of this Guaranty. Section, subsection, clause, schedule, and exhibit references herein are to this Guaranty unless otherwise specified. Any reference in this Guaranty to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Neither this Guaranty nor any uncertainty or ambiguity herein shall be construed against Lender or Borrower, whether

2

under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto. Any reference herein to the satisfaction or payment in full of the Guarantied Obligations shall mean the payment in full in cash (or cash collateralization in accordance with the terms of the Loan Agreement) of all Guarantied Obligations other than any contingent indemnification Guarantied Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and are not required to be repaid or cash collateralized pursuant to the provisions of the Loan Agreement. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein.

2.              Guarantied Obligations. Guarantor hereby irrevocably and unconditionally guaranties to Lender, for the benefit of Lender and the Bank Product Providers, as and for its own debt, until final payment in full thereof has been made, the payment of the Guarantied Obligations, when and as the same shall become due and payable, whether at maturity, pursuant to a mandatory prepayment requirement, by acceleration, or otherwise; it being the intent of Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection; provided, however, that in no event shall Guarantor’s liability hereunder (the “Guaranty Limitation”) exceed the sum of (i) Five Million No/100 Dollars ($5,000,000.00) and (ii) all of Lender’s Enforcement Costs..

3.              Extension, Modification or Renewal of Guarantied Obligations. Subject to the Guaranty Limitation, this Guaranty includes any extension, modification, or renewal of the Guarantied Obligations, or any change of the interest rate, payment terms, or other terms and conditions of the Guarantied Obligations. If Guarantor revokes or seeks to revoke this Guaranty, Guarantor acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, and (b) no such revocation shall apply to any Guarantied Obligations in existence on such date (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof).

4.              Performance Under this Guaranty. In the event that Borrower fails to make any payment of any Guarantied Obligations, on or prior to the due date thereof, Guarantor immediately shall, subject to the Guaranty Limitation, cause such payment to be made.

5.              Primary Obligations. This Guaranty is a primary and original obligation of Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall, subject to the Guaranty Limitation, remain in full force and effect without respect to future changes in conditions. Guarantor hereby agrees (a) that it is directly, jointly and severally with any other guarantor of the Guarantied Obligations, liable to Lender, for its benefit and for the benefit of the Bank Product Providers, (b) that the obligations of Guarantor hereunder are independent of the obligations of Borrower or any other guarantor, and (c) that a separate action may be brought against Guarantor, whether such action is brought against Borrower or any other guarantor or

3

whether Borrower or any other guarantor is joined in such action. Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by Lender or any Bank Product Provider of whatever remedies Lender or any Bank Product Provider may have against Borrower or any other guarantor, or the enforcement of any lien or realization upon any security by Lender or any Bank Product Provider. Guarantor hereby agrees that any release which may be given by Lender or any Bank Product Provider to Borrower or any other guarantor shall not release Guarantor. Guarantor consents and agrees that neither Lender nor any Bank Product Provider shall be under any obligation to marshal any property or assets of Borrower or any other guarantor in favor of Guarantor, or against or in payment of any or all of the Guarantied Obligations.

6            Waivers.

(a)           To the fullest extent permitted by applicable law, Guarantor hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Loan Agreement, or the creation or existence of any Guarantied Obligations; (iii) notice of the amount of the Guarantied Obligations, subject, however, to Guarantor’s right to make inquiry of Lender to ascertain the amount of the Guarantied Obligations at any reasonable time; (iv) notice of any adverse change in the financial condition of Borrower or of any other fact that might increase Guarantor’s risk hereunder; (v) notice of presentment for payment, demand, protest, and notice thereof as to any instrument among the Loan Documents; (vi) notice of any Default or Event of Default under the Loan Agreement; and (vii) all other notices (except if such notice is specifically required to be given to Guarantor under this Guaranty or any other Loan Documents to which Guarantor is a party) and demands to which Guarantor might otherwise be entitled.

(b)           To the fullest extent permitted by applicable law, Guarantor hereby waives the right by statute or otherwise to require Lender or any Bank Product Provider to institute suit against Borrower or to exhaust any rights and remedies which Lender or any Bank Product Provider has or may have against Borrower. In this regard, Guarantor agrees that, subject to the Guaranty Limitation., it is bound to the payment of each and all Guarantied Obligations, whether now existing or hereafter arising, as fully as if the Guarant