**EXECUTION COPY**

GUARANTY  

        **GUARANTY**,dated as of June 30, 2003, by ALARIS RELEASE CORPORATION, ALARIS CONSENT CORPORATION,RIVER MEDICAL, INC., IVAC OVERSEAS HOLDINGS, INC. and each other entity listed on thesignature pages hereof or that becomes a party hereto pursuant to *Section 24(Additional Guarantors)* hereof (each a “*Guarantor*” and, collectively,the “*Guarantors*”), in favor of the Administrative Agent, each Lender,each Issuer and each other holder of an Obligation (as each such term is defined in theCredit Agreement referred to below) (each, a *“Guarantied Party*” and,collectively, the “*Guarantied Parties*”). 

W I T N E S S E T H:  

        WHEREAS,pursuant to the Credit Agreement, dated as of June 30, 2003 (as the same may be amended,restated, supplemented or otherwise modified from time to time, the “*CreditAgreement*”), among ALARIS Medical Systems, Inc. (the*“Borrower”*), the Lenders and the Issuers party thereto and Citicorp NorthAmerica Inc., as agent for the Lenders and the Issuers, UBS Securities LLC, as syndicationagent for the Lenders and the Issuers, and Bear Stearns Corporate Lending Inc. and CIBCWorld Markets Corp., as co-documentation agents for the Lenders and the Issuers, theLenders and the Issuers have severally agreed to make extensions of credit to the Borrowerupon the terms and subject to the conditions set forth therein; 

        WHEREAS,each Guarantor is a direct or indirect Domestic Subsidiary of the Borrower; 

        WHEREAS, eachGuarantor will receive direct or indirect benefits from the making of the Loans, theissuance of the Letters of Credit and the granting of the other financial accommodationsto the Borrower under the Credit Agreement; and 

        WHEREAS,it is a condition precedent to the obligation of the Lenders and the Issuers to make theirrespective extensions of credit to the Borrower under the Credit Agreement that theGuarantors shall have executed and delivered this Guaranty for the benefit of theGuarantied Parties; 

        NOW,THEREFORE, in consideration of the premises set forth above, the terms and conditionscontained herein, and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto hereby agree as follows: 

      ***Section 1*Guaranty**

(a)              To induce the Lenders to make the Loans and the Issuers to issue 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, 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 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 (i) any payment made by 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, or (ii) the          proceeds of Collateral are required to be returned by any Guarantied Party to          the Borrower, its estate, trustee, receiver or any other party, including any          Guarantor, under any bankruptcy law, equitable cause or any other Requirement of          Law, then, to the extent of such payment or repayment, any such Guarantor’s          liability hereunder (and any Lien or other Collateral securing such liability)          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 (and if any Lien or other Collateral securing such          Guarantor’s liability hereunder shall have been released or terminated by          virtue of such cancellation or surrender), this Guaranty (and such Lien or other          Collateral) 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 (or any Lien or other Collateral securing such obligation). 

      ***Section 2*Limitation of Guaranty**

        Anyterm or provision of this Guaranty or any other Loan Document to the contrarynotwithstanding, the maximum aggregate amount of the Obligations for which any Guarantorshall be liable shall not exceed the maximum amount for which such Guarantor can be liablewithout rendering this Guaranty or any other Loan Document, as it relates to suchGuarantor, subject to avoidance under applicable law relating to fraudulent conveyance orfraudulent transfer (including Section 548 of the Bankruptcy Code or any applicableprovisions of comparable state law) (collectively, “*Fraudulent TransferLaws*”), in each case after giving effect (a) to all other liabilities of suchGuarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws(specifically excluding, however, any liabilities of such Guarantor in respect ofintercompany Indebtedness to the Borrower to the extent that such Indebtedness would bedischarged in an amount equal to the amount paid by such Guarantor hereunder) and (b) tothe value as assets of such Guarantor (as determined under the applicable provisions ofsuch Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement,indemnity or similar rights held by such Guarantor pursuant to (i) applicableRequirements of Law, (ii) *Section 3 (Contribution)* of this Guaranty or(iii) any other Contractual Obligations providing for an equitable allocation amongsuch Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arisingunder this Guaranty or other guaranties of the Obligations by such parties. 

      ***Section 3*Contribution**

        Tothe extent that any Guarantor shall be required hereunder to pay a portion of theObligations exceeding the greater of (a) the amount of the economic benefit actuallyreceived by such Guarantor from the Revolving Loans, the Term Loans and the otherfinancial accommodations provided to the Borrower under the Credit Agreement and(b) the amount such Guarantor would otherwise have paid if such Guarantor had paidthe aggregate amount of the Obligations (excluding the amount thereof repaid by theBorrower) in the same proportion as such Guarantor’s net worth at the dateenforcement is sought hereunder bears to the aggregate net worth of all the Guarantors atthe date enforcement is sought hereunder, then such Guarantor shall be reimbursed by suchother Guarantors for the amount of such excess, pro rata, based on the respective networths of such other Guarantors at the date enforcement hereunder is sought. 

      ***Section 4*Authorization; Other Agreements**

        TheGuarantied Parties are hereby authorized, without notice to, or demand upon, anyGuarantor, which notice and demand requirements each are expressly waived hereby, andwithout discharging or otherwise affecting the obligations of any Guarantor hereunder(which obligations shall remain absolute and unconditional notwithstanding any such actionor 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 Guarantied Parties or          any of them, 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 Guarantied Parties or          any of them; 

(c)              accept partial payments on the Obligations; 

(d)              receive, take and hold additional security or collateral for the payment of the          Obligations or any part of them and exchange, enforce, waive, substitute,          liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise          alter and release any such additional security or collateral; 

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

(f)              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; 

(g)              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 Guarantor in such order as provided herein, in each          case whether such Obligations are secured or unsecured or guaranteed or not          guaranteed by others; 

(h)              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 Guarantied Parties or any of them, in          each case whether or not such indebtedness or obligations relate to the          Obligations; and 

(i)              refund at any time any payment received by any Guarantied Party in respect of          any Obligation, and payment to such Guarantied Party of the amount so refunded          shall be fully guaranteed hereby even though prior thereto this Guaranty shall          have been cancelled or surrendered (or any release or termination of any          Collateral by virtue thereof), 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 (and any Collateral          so released or terminated shall be reinstated with respect to such obligations); 

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

      ***Section 5*Guaranty Absolute and Unconditional**

        EachGuarantor hereby waives any defense of a surety or guarantor or any other obligor on anyobligations arising in connection with or in respect of any of the following and herebyagrees that its obligations under this Guaranty are absolute and unconditional and shallnot be discharged or otherwise affected as a result of any of the following: 

(a)              the invalidity or unenforceability of any of the Borrower’s obligations          under the Credit Agreement or any other Loan Document or any other agreement or          instrument relating thereto, or any security for, or other guaranty of the          Obligations or any part of them, or the lack of perfection or continuing          perfection or failure of priority of any security for 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; 

(c)              failure by any Guarantied Party to take any steps to perfect and maintain any          Lien on, or to preserve any rights to, any Collateral; 

(d)              any Guarantied Party’s election, in any proceeding instituted under chapter          11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the          Bankruptcy Code or any applicable provisions of comparable state or foreign law; 

(e)              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; 

(f)              the disallowance, under Section 502 of the Bankruptcy Code or any          applicable provisions of comparable state or foreign law, of all or any portion          of any Guarantied Party’s claim (or claims) for repayment of the          Obligations ; 

(g)              any use of cash collateral under Section 363 of the Bankruptcy Code or any          applicable provisions of comparable state or foreign law; 

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

(i)              the avoidance of any Lien in favor of the Guarantied Parties or any of them for          any reason; 

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

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

(l)              any action taken by any Guarantied Party if such action is authorized hereby; 

(m)              any election following the occurrence of an Event of Default by any Guarantied          Party to proceed separately against the personal property Collateral in          accordance with such Guarantied Party’s rights under the UCC or, if the          Collateral consists of both personal and real property, to proceed against such          personal and real property in accordance with such Guarantied Party’s          rights with respect to such real property; or 

(n)              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 in cash of the Obligations. 

      ***Section 6*Waivers**

        EachGuarantor hereby waives diligence, promptness, presentment, demand for payment orperformance and protest and notice of protest, notice of acceptance and any other noticein respect of the Obligations or any part of them, and any defense arising by reason ofany disability or other defense of the Borrower. Each Guarantor shall not, until theObligations are irrevocably paid in full in cash and the Revolving Credit Commitments havebeen terminated, assert any claim or counterclaim it may have against the Borrower or setoff any of its obligations to the Borrower against any obligations of the Borrower to it,other than set offs in connection with the settlement of intercompany accounts in theordinary course of business. In connection with the foregoing, each Guarantor covenantsthat its obligations hereunder shall not be discharged, except by complete performance. 

      ***Section 7*Reliance**

        EachGuarantor hereby assumes responsibility for keeping itself informed of the financialcondition of the Borrower and any endorser and/or other guarantor of all or any part ofthe Obligations, and of all other circumstances bearing upon the risk of nonpayment of theObligations, or any part thereof, that diligent inquiry would reveal, and each Guarantorhereby agrees that no Guarantied Party shall have any duty to advise any Guarantor ofinformation known to it regarding such condition or any such circumstances. In the eventany Guarantied Party, in its sole discretion, undertakes at any time or from time to timeto provide any such information to any Guarantor, such Guarantied Party shall be under noobligation (a) to undertake any investigation not a part of its regular businessroutine, (b) to disclose any information that such Guarantied Party, pursuant toaccepted or reasonable commercial finance or banking practices, wishes to maintainconfidential or (c) to make any other or future disclosures of such information orany other information to any Guarantor. 

      ***Section 8*Waiver of Subrogation and Contribution Rights**

        Untilthe Obligations have been irrevocably paid in full in cash and the Revolving CreditCommitments have been terminated, the Guarantors shall not enforce or otherwise exerciseany right of subrogation to any of the rights of the Guarantied Parties or any part ofthem against the Borrower or any right of reimbursement or contribution or similar rightagainst the Borrower by reason of this Agreement or by any payment made by any Guarantorin respect of the Obligations. 

      ***Section 9*Subordination**

        EachGuarantor hereby agrees that any Indebtedness of the Borrower now or hereafter owing toany Guarantor, whether heretofore, now or hereafter created (the “*GuarantorSubordinated Debt*”), is hereby subordinated to all of the Obligations and that,except as permitted under *Section 8.6 (Prepayment and Cancellation ofIndebtedness)* of the Credit Agreement, the Guarantor Subordinated Debt shall not bepaid in whole or in part until the Obligations have been paid in full in cash and thisGuaranty is terminated and of no further force or effect. No Guarantor shall accept anypayment of or on account of any Guarantor Subordinated Debt at any time in contraventionof the foregoing. Upon the occurrence and during the continuance of an Event of Default,the Borrower shall pay to the Administrative Agent any payment of all or any part of theGuarantor Subordinated Debt and any amount so paid to the Administrative Agent shall beapplied to payment of the Obligations as provided in *Section 2.12(f)**(Payments and Computations)* of the Credit Agreement. Each payment on the GuarantorSubordinated Debt received in violation of any of the provisions hereof shall be deemed tohave been received by such Guarantor as trustee for the Guarantied Parties and shall bepaid over to the Administrative Agent immediately on account of the Obligations, butwithout otherwise affecting in any manner such Guarantor’s liability hereof. EachGuarantor agrees to file all claims against the Borrower in any bankruptcy or otherproceeding in which the filing of claims is required by law in respect of any GuarantorSubordinated Debt, and the Administrative Agent shall be entitled to all of suchGuarantor’s rights thereunder. If for any reason a Guarantor fails to file such claimat least ten Business Days prior to the last date on which such claim should be filed,such Guarantor hereby irrevocably appoints the Administrative Agent as its true and lawfulattorney-in-fact and is hereby authorized to act as attorney-in-fact in suchGuarantor’s name to file such claim or, in the Administrative Agent’sdiscretion, to assign such claim to and cause proof of claim to be filed in the name ofthe Administrative Agent or its nominee. In all such cases, whether in administration,bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay tothe Administrative Agent the full amount payable on the claim in the proceeding, and, tothe full extent necessary for that purpose, each Guarantor hereby assigns to theAdministrative Agent all of such Guarantor’s rights to any payments or distributionsto which such Guarantor otherwise would be entitled. If the amount so paid is greater thansuch Guarantor’s liability hereunder, the Administrative Agent shall pay the excessamount to the party entitled thereto. In addition, each Guarantor hereby irrevocablyappoints the Administrative Agent as its attorney-in-fact to exercise all of suchGuarantor’s voting rights in connection with any bankruptcy proceeding or any planfor the reorganization of the Borrower. 

      ***Section 10*Default; Remedies**

        Theobligations of each Guarantor hereunder are independent of and separate from theObligations. If any Obligation is not paid when due, or upon any Event of Defaulthereunder or upon any default by the Borrower as provided in any other instrument ordocument evidencing all or any part of the Obligations, the Administrative Agent may, atits sole election, proceed directly and at once, without notice, against any Guarantor tocollect and recover the full amount or any portion of the Obligations then due, withoutfirst proceeding against the Borrower or any other guarantor of the Obligations, oragainst any Collateral under the Loan Documents or joining the Borrower or any otherguarantor in any proceeding against any Guarantor. At any time after maturity of theObligations, the Administrative Agent may (unless the Obligations have been irrevocablypaid in full in cash), without notice to any Guarantor and regardless of the acceptance ofany Collateral for the payment hereof, appropriate and apply toward the payment of theObligations (a) any indebtedness due or to become due from any Guarantied Party tosuch Guarantor and (b) any moneys, credits or other property belonging to suchGuarantor at any time held by or coming into the possession of any Guarantied Party or anyof its respective Affiliates. 

      ***Section 11*Irrevocability**

        ThisGuaranty shall be irrevocable as to the Obligations (or any part thereof) until theCommitments have been terminated and all monetary Obligations then outstanding have beenirrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled.Upon such cancellation and at the written request of any Guarantor or its successors orassigns, and at the cost and expense of such Guarantor or its successors or assigns, theAdministrative Agent shall execute in a timely manner a satisfaction of this Guaranty andsuch instruments, documents or agreements as are necessary or desirable to evidence thetermination of this Guaranty. 

      ***Section 12*Setoff**

        Uponthe occurrence and during the continuance of an Event of Default, each Guarantied Partyand each Affiliate of a Guarantied Party may, without notice to any Guarantor andregardless 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 such Guarantied Party or Affiliate tosuch Guarantor and (b) any moneys, credits or other property belonging to suchGuarantor, at any time held by, or coming into, the possession of such Guarantied Party orAffiliate. 

      ***Section 13*No Marshalling**

        EachGuarantor consents and agrees that no Guarantied Party or Person acting for or on behalfof any Guarantied Party shall be under any obligation to marshal any assets in favor ofany Guarantor or against or in payment of any or all of the Obligations. 

      ***Section 14*Enforcement; Amendments; Waivers**

        Nodelay on the part of any Guarantied Party in the exercise of any right or remedy arisingunder this Guaranty, the Credit Agreement, any other Loan Document or otherwise withrespect to all or any part of the Obligations, the Collateral or any other guaranty of orsecurity for all or any part of the Obligations shall operate as a waiver thereof, and nosingle or partial exercise by any such Person of any such right or remedy shall precludeany further exercise thereof. No modification or waiver of any provision of this Guarantyshall be binding upon any Guarantied Party, except as expressly set forth in a writingduly signed and delivered by the party making such modification or waiver. Failure by anyGuarantied Party at any time or times hereafter to require strict performance by theBorrower, any Guarantor, any other guarantor of all or any part of the Obligations or anyother Person of any provision, warranty, term or condition contained in any Loan Documentnow or at any time hereafter executed by any such Persons and delivered to any GuarantiedParty shall not waive, affect or diminish any right of any Guarantied Party at any time ortimes hereafter to demand strict performance thereof and such right shall not be deemed tohave been waived by any act or knowledge of any Guarantied Party, or its respectiveagents, officers or employees, unless such waiver is contained in an instrument inwriting, directed and delivered to the Borrower or such Guarantor, as applicable,specifying such waiver, and is signed by the party or parties necessary to give suchwaiver under the Credit Agreement. No waiver of any Event of Default by any GuarantiedParty shall operate as a waiver of any other Event of Default or the same Event of Defaulton a future occasion, and no action by any Guarantied Party permitted hereunder shall inany way affect or impair any Guarantied Party’s rights and remedies or theobligations of any Guarantor under this Guaranty. Any determination by a court ofcompetent jurisdiction of the amount of any principal or interest owing by the Borrower toa Guarantied Party shall be conclusive and binding on each Guarantor irrespective ofwhether such Guarantor was a party to the suit or action in which such determination wasmade. 

      ***Section 15*Successors and Assigns**

        ThisGuaranty shall be binding upon each Guarantor and upon the successors and assigns of suchGuarantors and shall inure to the benefit of the Guarantied Parties and their respectivesuccessors and assigns; all references herein to the Borrower and to the Guarantors shallbe deemed to include their respective successors and assigns. The successors and assignsof the Guarantors and the Borrower shall include, without limitation, their respectivereceivers, trustees and debtors-in-possession. All references to the singular shall bedeemed to include the plural where the context so requires. 

      ***Section 16*Representations and Warranties; Covenants**

        EachGuarantor hereby (a) represents and warrants that the representations and warrantiesas to it made by the Borrower in *Article IV (Representations and Warranties)*of the Credit Agreement are true and correct on each date as required by*Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of Credit)* ofthe Credit Agreement and (b) agrees to take, or refrain from taking, as the case maybe, each action necessary to be taken or not taken, as the case may be, so that no Defaultor Event of Default is caused by the failure to take such action or to refrain from takingsuch action by such Guarantor. 

      ***Section 17*Governing Law**

        ThisGuaranty and the rights and obligations of the parties hereto shall be governed by, andconstrued and interpreted in accordance with, the law of the State of New York. 

      ***Section 18*Submission to Jurisdiction; Service of Process**

(a)              Any legal action or proceeding with respect to this Guaranty, and any other Loan          Document, may be brought in the courts of the State of New York or of the United          States of America for the Southern District of New York, and, by execution and          delivery of this Agreement, each Guarantor hereby accepts for itself and in          respect of its property, generally and unconditionally, the jurisdiction of the          aforesaid courts. The parties hereto hereby irrevocably waive any objection,          including any 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)              In the case of any suit, action or proceeding brought in the United States of          America arising out of, or in connection with, this Guaranty or any other Loan          Document, each Guarantor irrevocably consents to the service of any and all          process in any such action or proceeding by the mailing (by registered or          certified mail, postage prepaid) of copies of such process to such Guarantor in          care of the Borrower at the Borrower’s address specified in          *Section 11.8**(Notices, Etc.)* of the Credit Agreement or at          such other address as the Borrower may specify pursuant to such*Section          11.8*. Each Guarantor agrees that a final judgment in any such action or          proceeding shall be conclusive and may be enforced in other jurisdictions by          suit on the judgment or in any other manner provided by law. 

(c)              Nothing contained in this *Section 18**(Submission to Jurisdiction;          Service of Process)* shall affect the right of the Administrative Agent or          any other Guarantied Party to serve process in any other manner permitted by law          or commence legal proceedings or otherwise proceed against a Guarantor in any          other jurisdiction. 

(d)              If for the purposes of obtaining judgment in any court it is necessary to          convert a sum due hereunder in Dollars into another currency, the parties hereto          agree, to the fullest extent they may effectively do so, that the rate of          exchange used shall be that at which in accordance with normal banking          procedures the Administrative Agent could purchase Dollars with such other          currency at the spot rate of exchange quoted by the Administrative Agent at          11:00 a.m. (New York time) on the Business Day preceding that on which          final judgment is given, for the purchase of Dollars, for delivery two Business          Days thereafter. 

      ***Section 19*Section Waiver of Judicial Bond**

        Tothe fullest extent permitted by applicable law, the Guarantor waives the requirement topost any bond that otherwise may be required of any Guarantied Party in connection withany judicial proceeding to enforce such Guarantied Party’s rights to paymenthereunder, security interest in or other rights to the Collateral or in connection withany other legal or equitable action or proceeding arising out of, in connection with, orrelated to this Guaranty or any other Loan Documents to which it is a party. 

      ***Section 20*Certain Terms**

        Thefollowing 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 notto any particular Article, Section, subsection or clause in this Guaranty, (b) unlessotherwise indicated, references herein to an Exhibit, Article, Section, subsection orclause refer to the appropriate Exhibit to, or Article, Section, subsection or clause inthis Guaranty and (c) the term “*including*” means “*includingwithout limitation*” except when used in the computation of time periods. 

      ***Section 21*Waiver of Jury Trial**

        *EACHOF THE ADMINISTRATIVE AGENT, THE OTHER GUARANTIED PARTIES AND EACH GUARANTOR IRREVOCABLYWAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY AND ANYOTHER LOAN DOCUMENT.*

      ***Section 22*Notices**

        Anynotice or other communication herein required or permitted shall be given as provided in*Section 11.8 (Notices, Etc.)*of the Credit Agreement and, in the case of anyGuarantor, to such Guarantor in care of the Borrower. 

      ***Section 23*Severability**

        Whereverpossible, each provision of this Guaranty shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this Guaranty shall beprohibited by or invalid under such law, such provision shall be ineffective to the extentof such prohibition or invalidity without invalidating the remainder of such provision orthe remaining provisions of this Guaranty. 

      ***Section 24*Additional Guarantors**

        Eachof the Guarantors agrees that, if, pursuant to *Section 7.11(b) (Additional Collateraland Guaranties)*of the Credit Agreement, the Borrower shall be required to cause anySubsidiary that is not a Guarantor to become a Guarantor hereunder, or if for any reasonthe Borrower desires any such Subsidiary to become a Guarantor hereunder, such Subsidiaryshall execute and deliver to the Administrative Agent a Guaranty Supplement insubstantially the form of *Exhibit A (Guaranty Supplement)*attached hereto andshall thereafter for all purposes be a party hereto and have the same rights, benefits andobligations as a Guarantor party hereto on the Closing Date. 

      ***Section 25*Collateral**

        EachGuarantor hereby acknowledges and agrees that its obligations under this Guaranty aresecured pursuant to the terms and provisions of the Collateral Documents executed by it infavor of the Administrative Agent, for the benefit of the Secured Parties, and covenantsthat it shall not grant any Lien with respect to its Property in favor, or for thebenefit, of any Person other than the Administrative Agent, for the benefit of the SecuredParties, other than Permitted Liens. 

      ***Section 26*Costs and Expenses**

        EachGuarantor agrees to pay or reimburse the Administrative Agent and each of the otherGuarantied Parties upon demand for all reasonable out-of-pocket costs and expenses,including reasonable attorneys’ fees (including allocated costs of internal counseland costs of settlement), incurred by the Administrative Agent and such other GuarantiedParties in enforcing this Guaranty or any security therefor or exercising or enforcing anyother right or remedy available in connection herewith or therewith. 

      ***Section 27*Execution in Counterparts**

        ThisGuaranty may be executed in any number of counterparts by different parties in separatecounterparts, each of which when so executed shall be deemed to be an original and all ofwhich taken together shall constitute one and the same agreement. Signature pages may bedetached from multiple separate counterparts and attached to a single counterpart so thatall signature pages are attached to the same document. Delivery of an executed counterparthereof by telecopy shall be effective as delivery of a manually executed counterparthereof. 

      ***Section 28*Waiver of Consequential Damages**

        *EACHGUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOTPROHIBITED 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 THISGUARANTY OR ANY OTHER LOAN DOCUMENT.*

      ***Section 29*Entire Agreement**

        ThisGuaranty, taken together with all of the other Loan Documents executed and delivered bythe Guarantors, represents the entire agreement and understanding of the parties heretoand supersedes all prior understandings, written and oral, relating to the subject matterhereof. 

[SIGNATURE PAGES FOLLOW] 

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