Exhibit 10.3





Exhibit 10.3




EXECUTION COPY




Guaranty




Guaranty, dated as of May 27, 2010 (this “Guaranty”), by ERT TECH
CORPORATION, a Delaware corporation (“ERT Tech”), ERT INVESTMENT CORPORATION, a Delaware
corporation (“ERT Investment”), COVANCE CARDIAC SAFETY SERVICES INC., a Pennsylvania
corporation (“Covance”), each of the other entities that becomes a party hereto pursuant to
Section 24 ( Additional Guarantors) hereof (collectively, the “Guarantors” and
individually a “Guarantor”) and, solely for purposes of Section 9 hereof,
ERESEARCHTECHNOLOGY, INC., a Delaware corporation (the “Borrower”), in favor of CITIZENS
BANK OF PENNSYLVANIA, as the Lender (as such term is defined in the Credit Agreement referred to
below) (the “Lender”).



W i t n e s s e t h:




Whereas, pursuant to the Credit Agreement dated as of the date hereof (together with
all appendices, exhibits and schedules thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized
terms defined therein and used herein having the meanings given to them in the Credit Agreement)
between the Borrower and the Lender, the Lender has agreed to make extensions of credit to the
Borrower and grant other financial accommodations to the Borrower upon the terms and subject to the
conditions set forth therein;



Whereas, the Borrower owns 100% of the equity interests of each of ERT Tech, ERT
Investment and Covance;



Whereas, each Guarantor will receive substantial direct and indirect benefits from
the making of the Revolver Loans and the granting of the other financial accommodations to the
Borrower under the Credit Agreement; and



Whereas, a condition precedent to the obligation of the Lender to make extensions of
credit under the Credit Agreement is that the Guarantors shall have executed and delivered this
Guaranty for the benefit of the Lender;



Now, Therefore, in consideration of the premises set forth above, the terms and
conditions contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:




Section 1 Guaranty.



(a) To induce the Lender to make the Revolver Loans and issue the Letters of Credit, each
Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other
Guarantors and severally, as primary obligor and not merely as surety, the full and punctual
payment when due and in the currency due,



 


 









 






whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or
otherwise in accordance herewith or any other Loan Document, of all the Obligations, whether or not
from time to time reduced or extinguished or hereafter increased or incurred, whether or not
recovery may be or hereafter may become barred by any statute of limitations, whether or not
enforceable as against the Borrower, whether now or hereafter existing, and whether due or to
become due, including principal, interest (including interest at the contract rate applicable upon
default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code (as
defined below), or any applicable provisions of comparable state or foreign law, whether or not
such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty
constitutes a guaranty of payment and not of collection.



(b) Each Guarantor further agrees that, if any payment made by the Borrower or any other
Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded,
invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or
repaid, then, to the extent of such payment, any such Guarantor’s liability hereunder shall be and
remain in full force and effect, as fully as if such payment had never been made. If, prior to any
of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be
reinstated in full force and effect, and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of
the amount of such payment.




Section 2 Limitation of Guaranty.



Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding,
the maximum aggregate amount of the Obligations for which any Guarantor shall be liable shall not
exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or
any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable law
relating to fraudulent conveyance or fraudulent transfer (including Section 548 of the Bankruptcy
Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et
seq. (the “Bankruptcy Code”) or any applicable provisions of comparable state law)
(collectively, “Fraudulent Transfer Laws”), in each case after giving effect:



(a) to all other liabilities of such Guarantor, contingent or otherwise, that are relevant
under such Fraudulent Transfer Laws (specifically excluding, however, to the extent permitted by
applicable law, any liabilities of such Guarantor in respect of intercompany Indebtedness to the
Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount
paid by such Guarantor hereunder); and



(b) to the value as assets of such Guarantor (as determined under the applicable provisions of
such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity
or similar rights held by such Guarantor pursuant to (A) applicable Requirements of Law,
(B) Section 3 (Contribution)



 


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of this Guaranty or (C) any other Contractual Obligations providing for an equitable
allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations
arising under this Guaranty or other guaranties of the Obligations by such parties.




Section 3 Contribution.



To the extent that any Guarantor shall be required hereunder to pay a portion of the
Obligations exceeding the greater of (a) the amount of the economic benefit actually received by
such Guarantor from the Revolver Loans and the other financial accommodations provided to the
Borrower under the Loan Documents and (b) the amount such Guarantor would otherwise have paid if
such Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof
repaid by the Borrower) in the same proportion as such Guarantor’s net worth at the date
enforcement is sought hereunder bears to the aggregate net worth of all Guarantors at the date
enforcement is sought hereunder, then such Guarantor shall be reimbursed by such other Guarantors
for the amount of such excess, pro rata, based on the respective net worths of such other
Guarantors at the date enforcement hereunder is sought.




Section 4 Authorization; Other Agreements.



The Lender is hereby authorized, without notice to, or demand upon, any Guarantor, which
notice and demand requirements each are expressly waived hereby, and without discharging or
otherwise affecting the obligations of such Guarantor hereunder (which obligations shall remain
absolute and unconditional notwithstanding any such action or omission to act), from time to time,
to do each of the following:



(a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or
other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change
the terms of any promissory note or other agreement, document or instrument (including the other
Loan Documents) now or hereafter executed by the Borrower and delivered to the Lender, including
any increase or decrease of principal or the rate of interest thereon;



(b) waive or otherwise consent to noncompliance with any provision of any instrument
evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of
the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and
delivered to the Lender;




(c) accept partial payments on the Obligations;



(d) settle, release, compromise, collect or otherwise liquidate the Obligations or accept,
substitute, release, exchange or otherwise alter, affect or impair any guaranty for the Obligations
or any part of them, in any manner;


 


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(e) add, release or substitute any one or more other guarantors, makers or endorsers of the
Obligations or any part of them and otherwise deal with the Borrower or any other guarantor, maker
or endorser;



(f) apply to the Obligations any payment or recovery (x) from the Borrower, from any other
guarantor, maker or endorser of the Obligations or any part of them or (y) from any other Guarantor
in such order as provided herein, in each case whether such Obligations are secured or unsecured or
guaranteed or not guaranteed by others;



(g) except to the extent otherwise required by the terms of the Credit Agreement, apply to the
Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from
security furnished by such Guarantor upon its indebtedness or obligations to the Lender, in each
case whether or not such indebtedness or obligations relate to the Obligations; and



(h) refund at any time any payment received by the Lender in respect of any Obligation, and
payment to the Lender of the amount so refunded shall be fully guaranteed hereby even though prior
thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or
surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any
Guarantor hereunder in respect of the amount so refunded;



even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is
extinguished, affected or impaired by any of the foregoing (including any election of remedies by
reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs
any subrogation, reimbursement or other right of such Guarantor).




Section 5 Guaranty Absolute and Unconditional.



Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any
obligations arising in connection with or in respect of any of the following and hereby agrees that
its obligations under this Guaranty are absolute and unconditional and shall not be discharged or
otherwise affected as a result of any of the following:



(a) the invalidity or unenforceability of any obligations of the Borrower (including the
Obligations) under the Credit Agreement or any other Loan Document or any other agreement or
instrument relating thereto, or any guaranty of the Obligations or any part of them;



(b) the absence of any attempt to collect the Obligations or any part of them from the
Borrower or other action to enforce the same;


 


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(c) any borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or extension of
credit, under Section 364 of the Bankruptcy Code or any applicable provisions of comparable state
or foreign law;



(d) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the
Lender’s claim (or claims) for repayment of the Obligations;




(e) any use of cash collateral under Section 363 of the Bankruptcy Code;



(f) any agreement or stipulation as to the provision of adequate protection in any bankruptcy
proceeding;



(g) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation
or dissolution proceeding commenced by or against the Borrower, any Guarantor or any other
Subsidiary of the Borrower, including any discharge of, or bar or stay against collecting, the
Obligations (or any part of them or interest thereon) in or as a result of any such proceeding;



(h) failure by the Lender to file or enforce a claim against the Borrower or its estate in any
bankruptcy or insolvency case or proceeding;




(i) any action taken by the Lender if such action is authorized hereby;



(j) any change in the corporate existence or structure of the Borrower or any of its
Subsidiaries;



(k) any defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by any Guarantor or any other Person against
the Lender;



(l) any Requirement of Law affecting any term of any Guarantor’s obligations under this
Guaranty; or



(m) any other circumstance that might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor or any other obligor on any obligations, other than the payment in
full of the Obligations.




Section 6 Waivers.



Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or
performance and protest and notice of protest, notice of acceptance and any other notice in respect
of the Obligations or any part of them, and any defense arising by reason of any disability or
other defense of the Borrower, except as the same is specifically required by the terms of this
Guaranty, the Credit Agreement or any of the other Loan Documents. Each Guarantor shall not, until
the Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against
the



 


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Borrower or set off any of its obligations to the Borrower against any obligations of the
Borrower to it. In connection with the foregoing, each Guarantor covenants that its obligations
hereunder shall not be discharged, except upon the indefeasible payment and performance in full of
all of the Obligations, whether such payment and performance has been made by the Guarantors or
otherwise.




Section 7 Reliance.



Each Guarantor hereby assumes responsibility for keeping itself informed of the financial
condition of the Borrower and any endorser and other guarantor of all or any part of the
Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations,
or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that the
Lender shall not have any duty to advise any Guarantor of information known to it regarding such
condition or any such circumstances. In the event the Lender, in its sole discretion, undertakes
at any time or from time to time to provide any such information to any Guarantor, the Lender shall
be under no obligation (a) to undertake any investigation not a part of its regular business
routine, (b) to disclose any information that the Lender, pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or (c) to make any other
or future disclosures of such information or any other information to any Guarantor.




Section 8 Waiver of Subrogation and Contribution Rights.



Until the Obligations have been irrevocably paid in full, the Guarantors shall not enforce or
otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any
part of them against the Borrower or any right of reimbursement or contribution or similar right
against the Borrower by reason of this Guaranty or by any payment made by any Guarantor in respect
of the Obligations.




Section 9 Subordination.



(a) The Borrower and each of the Guarantors hereby agree that any Indebtedness of the Borrower
or any Guarantor now or hereafter owing to the Borrower or any Guarantor, as applicable, whether
heretofore, now or hereafter created (the “Loan Party Subordinated Debt”), is hereby
subordinated to all of the Obligations and that, except to the extent expressly permitted under
Section 6.12 (Payment of and Amendment to Certain Indebtedness) of the Credit Agreement, the Loan
Party Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid
in full and this Guaranty is terminated and of no further force or effect. No Guarantor shall
accept any payment of or on account of any Loan Party Subordinated Debt at any time in
contravention of the foregoing. Upon the occurrence and during the continuance of an Event of
Default, the Borrower and each Guarantor shall pay to the Lender any payment of all or any part of
the Loan Party Subordinated Debt and any amount so paid to the Lender shall be applied to payment
of the Obligations as provided in the Credit Agreement. Each payment on the Loan Party
Subordinated Debt received in violation of



 


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any of the provisions hereof shall be deemed to have been received by such Guarantor as
trustee for the Lender and shall be paid over to the Lender immediately on account of the
Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof.



(b) The Borrower and each of the Guarantors hereby agree that any Indebtedness of the Borrower
or any Guarantor now or hereafter owing to any Affiliate of the Borrower or any Guarantor (other
than the Borrower or any Guarantor), whether heretofore, now or hereafter created (the
“Affiliate Subordinated Debt”), is hereby subordinated to all of the Obligations and that,
except to the extent expressly permitted under Section 6.7(a) (Limitation on Distributions) and
Section 6.12 (Payment of and Amendment to Certain Indebtedness) of the Credit Agreement, the
Affiliate Subordinated Debt shall not be paid in whole or in part until the Obligations have been
paid in full and this Guaranty is terminated and of no further force or effect. Upon the
occurrence and during the continuance of an Event of Default, the Borrower and each Guarantor shall
pay to the Lender any payment of all or any part of the Affiliate Subordinated Debt and any amount
so paid to the Lender shall be applied to payment of the Obligations as provided in the Credit
Agreement. Each payment on the Affiliate Subordinated Debt received in violation of any of the
provisions hereof shall be deemed to have been received by the holder of such Affiliate
Subordinated Debt as trustee for the Lender and shall be paid over to the Lender immediately on
account of the Obligations.




Section 10 Default; Remedies.



The obligations of each Guarantor hereunder are independent of and separate from the
Obligations. If any Obligation is not paid when due, or upon any Event of Default hereunder or
upon any default by the Borrower as provided in any other instrument or document evidencing all or
any part of the Obligations, the Lender may proceed directly and at once, without notice, against
any Guarantor to collect and recover the full amount or any portion of the Obligations then due,
without first proceeding against the Borrower or any other guarantor of the Obligations, or joining
the Borrower or any other guarantor in any proceeding against any Guarantor. At any time after
maturity of the Obligations, the Lender may (unless the Obligations have been irrevocably paid in
full), without notice to any Guarantor and regardless of the acceptance of any security or
collateral for the payment hereof, appropriate and apply toward the payment of the Obligations, in
accordance with this Agreement (a) any indebtedness due or to become due from the Lender to such
Guarantor and (b) any moneys, credits or other property belonging to such Guarantor at any time
held by or coming into the possession of the Lender or any of its respective Affiliates.




Section 11 Irrevocability.



This Guaranty shall be irrevocable as to the Obligations (or any part thereof) and shall
remain in full force and effect until the later of (a) the payment in full in cash of all
obligations of each Guarantor hereunder and (b) the payment in full in cash of all of the
Obligations and the expiration or termination of the Commitment.


 


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Notwithstanding the foregoing, upon any sale of a Guarantor as a result of a transaction
expressly permitted by the Loan Documents, the Lender shall, at the written direction and at the
sole cost and expense of such Guarantor, take all action reasonably necessary to release such
Guarantor from this Guaranty. Upon such cancellation and at the written request of any Guarantor
or its successors or assigns, and at the cost and expense of such Guarantor or its successors or
assigns, the Lender shall execute a satisfaction of this Guaranty and such instruments, documents
or agreements as are reasonably necessary to evidence the termination of this Guaranty, each in
form and substance satisfactory to the Lender.




Section 12 Setoff.



Upon the occurrence and during the continuance of an Event of Default, the Lender and each
Affiliate of the Lender may, without notice to any Guarantor and regardless of the acceptance of
any security or collateral for the payment hereof, appropriate and apply toward the payment of all
or any part of the Obligations (a) any indebtedness due or to become due from the Lender or
Affiliate to such Guarantor and (b) any moneys, credits or other property belonging to such
Guarantor, at any time held by, or coming into, the possession of the Lender or Affiliate.




Section 13 No Marshalling.



Each Guarantor consents and agrees that neither the Lender nor any Person acting for or on
behalf of the Lender shall be under any obligation to marshal any assets in favor of any Guarantor
or against or in payment of any or all of the Obligations.




Section 14 Enforcement; Waivers; Amendments.



(a) No delay on the part of the Lender in the exercise of any right or remedy arising under
this Guaranty, the Credit Agreement, any other Loan Document or otherwise with respect to all or
any part of the Obligations or any other guaranty of all or any part of the Obligations shall
operate as a waiver thereof, and no single or partial exercise by any such Person of any such right
or remedy shall preclude any further exercise thereof. Failure by the Lender at any time or times
hereafter to require strict performance by the Borrower, any Guarantor, any other guarantor of all
or any part of the Obligations or any other Person of any provision, warranty, term or condition
contained in any Loan Document now or at any time hereafter executed by any such Persons and
delivered to the Lender shall not waive, affect or diminish any right of the Lender at any time or
times hereafter to demand strict performance thereof and such right shall not be deemed to have
been waived by any act (except by a written instrument pursuant to Section 14(b)) or knowledge of
the Lender, or its respective agents, officers or employees. No waiver of any Event of Default by
the Lender shall operate as a waiver of any other Event of Default or the same Event of Default on
a future occasion, and no action by the Lender permitted hereunder shall in any way affect or
impair the Lender’s rights and remedies or the obligations of any Guarantor under this Guaranty.
Any determination by a court of competent jurisdiction of the amount of any principal or



 


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interest owing by the Borrower to the Lender shall be conclusive and binding on each Guarantor
irrespective of whether such Guarantor was a party to the suit or action in which such
determination was made.



(b) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or
modified except in accordance with Section 8.1 (Amendments and Waivers) of the Credit Agreement.




Section 15 Successors and Assigns.



This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such
Guarantors and shall inure to the benefit of the Lender and its successors and assigns; all
references herein to the Borrower and to the Guarantors shall be deemed to include their respective
successors and assigns. The successors and assigns of the Guarantors and the Borrower shall
include, without limitation, their respective receivers, trustees and debtors-in-possession. All
references to the singular shall be deemed to include the plural where the context so requires.




Section 16 Representations and Warranties; Covenants.



Each Guarantor hereby (a) represents and warrants that the representations and warranties as
to it made by the Borrower in Section 3 (Representations and Warranties) of the Credit Agreement
are true and correct in all material respects (or, in the case of any representation or warranty
that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the date
hereof (except that any such representation or warranty that is expressly given as of a particular
date or period and relates solely to such date or period is true and correct in all material
respects as of such date or period) and (b) agrees to take, or refrain from taking, as the case may
be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event
of Default is caused by the failure to take such action or to refrain from taking such action by
such Guarantor.




Section 17 Governing Law.



This Guaranty and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the Commonwealth of Pennsylvania without
regard to conflicts of law principles.




Section 18 Submission to Jurisdiction.



(a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document,
may be brought in the courts of the Commonwealth of Pennsylvania or of the United States of America
for the Eastern District of Pennsylvania, and, by execution and delivery of this Guaranty, each
Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of the aforesaid courts. Each Guarantor hereby irrevocably waives any objection,
including any



 


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objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such respective
jurisdictions.



(b) Nothing contained in this Section 18 ( Submission to Jurisdiction) shall affect the right
of the Lender to commence legal proceedings or otherwise proceed against a Guarantor in any other
jurisdiction.




Section 19 Waiver of Judicial Bond.



To the fullest extent permitted by applicable law, each Guarantor waives the requirement to
post any bond that otherwise may be required of the Lender in connection with any judicial
proceeding to enforce the Lender’s rights to payment hereunder or in connection with any other
legal or equitable action or proceeding arising out of, in connection with, or related to this
Guaranty and the Loan Documents to which it is a party.




Section 20 Certain Terms.



The following rules of interpretation shall apply to this Guaranty: (a) the terms “herein,”
“hereof,” “hereto” and “hereunder” and similar terms refer to this Guaranty as a whole and not to
any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise
indicated, references herein to an Exhibit, Article, Section, subsection or clause refer to the
appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term
“including” means “including without limitation” except when used in the computation of time
periods.




Section 21 Waiver of Jury Trial.



EACH OF THE LENDER AND EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AND FOR
ANY MANDATORY COUNTERCLAIM THEREIN.




Section 22 Notices.



Any notice or other communication herein required or permitted shall be given as provided in
Section 8.2 (Notices) of the Credit Agreement and, in the case of any Guarantor, to such Guarantor
in care of the Borrower.




Section 23 Severability.



Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be



 


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ineffective to the extent of such prohibition or invalidity without invalidating the remainder
of such provision or the remaining provisions of this Guaranty.




Section 24 Additional Guarantors.



Each of the Guarantors agrees that, if, pursuant to Section 5.10 (New Subsidiaries) of the
Credit Agreement, the Borrower shall be required to cause any Subsidiary thereof that is not a
Guarantor to become a Guarantor hereunder, or if for any reason the Borrower desires any such
Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the Lender
a Guaranty Supplement in substantially the form of Exhibit A (Guaranty Supplement) attached hereto
and shall thereafter for all purposes be a party hereto and have the same rights, benefits and
obligations as a Guarantor party hereto on the Closing Date.




Section 25 Costs and Expenses.



In accordance with the provisions of Section 8.5 (Payment of Expenses and Taxes) of the Credit
Agreement, each Guarantor agrees to pay or reimburse the Lender upon demand for all costs and
expenses, including reasonable attorneys’ fees and expenses, incurred by the Lender in enforcing
this Guaranty against such Guarantor or any security therefor or exercising or enforcing any other
right or remedy available in connection herewith or therewith.




Section 26 Waiver of Consequential Damages.



EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR PROCEEDING IN RESPECT OF THIS GUARANTY OR ANY OTHER
LOAN DOCUMENT.




Section 27 Entire Agreement.



This Guaranty, taken together with all of the other Loan Documents executed and delivered by
the Guarantors, represents the entire agreement and understanding of the parties hereto and
supersedes all prior understandings, written and oral, relating to the subject matter hereof.




Section 28 Counterparts.



This Guaranty may be executed in any number of separate counterparts and by different parties
in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Signature pages may be
detached from multiple counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed



 


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counterpart by facsimile transmission or electronic mail shall be effective as delivery of a
manually executed counterpart.



[Signature Pages Follow]



 


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In witness whereof, this Guaranty has been duly executed by the Guarantors as of the
day and year first set forth above.



	 	 	 	 	 
	 	ERT TECH CORPORATION,

as a Guarantor

 	 
	 	By:  	/s/ Steven M. Eisenstein
 	 
	 	 	Name:  	Steven M. Eisenstein 	 
	 	 	Title:  	Secretary 	 
	 
	 	ERT INVESTMENT CORPORATION,

as a Guarantor

 	 
	 	By:  	/s/ Steven M. Eisenstein
 	 
	 	 	Name:  	Steven M. Eisenstein 	 
	 	 	Title:  	Secretary 	 
	 
	 	COVANCE CARDIAC SAFETY SERVICES INC.,

as a Guarantor

 	 
	 	By:  	/s/ Keith Schneck
 	 
	 	 	Name:  	Keith Schneck 	 
	 	 	Title:  	Secretary 	 
	 
	 	Solely for purposes of Section 9:



ERESEARCHTECHNOLOGY, INC.,

as the Borrower

 	 
	 	By:  	/s/ Keith Schneck
 	 
	 	 	Name:  	Keith Schneck 	 
	 	 	Title:  	Secretary 	 
	 



[Signature Page to Guaranty]





 


 









 







Exhibit omitted