GUARANTY AND SECURITY AGREEMENT

Exhibit 10.27

EXECUTION VERSION

GUARANTY AND SECURITY AGREEMENT

By

STUDY ISLAND, LLC
as Borrower

and

THE OTHER GRANTORS PARTY HERETO

and

GENERAL ELECTRIC CAPITAL CORPORATION
as Agent

Dated as of November 16, 2007

GUARANTY AND SECURITY AGREEMENT

          This GUARANTY AND SECURITY AGREEMENT dated as of November 16, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “ Agreement ”) made by Study Island, LLC (the “Borrower”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “ Original Guarantors ”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “ Additional Guarantors ,” and together with the Original Guarantors, the “ Guarantors ”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “ Grantors ,” and each, a “ Grantor ”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “ Agent ”).

R E C I T A L S :

          A. The Borrower, the Original Guarantors, the Agent and the lending institutions listed therein (the “ Lenders ”) have, in connection with the execution and delivery of this Agreement, entered into that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

          B. Each Grantor (other than the Borrower) has agreed to guaranty the Obligations (as defined in the Credit Agreement) of the Borrower.

          C. Each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit Agreement.

          D. It is a condition precedent to the obligation of the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Agent.

A G R E E M E N T :

          NOW THEREFORE, in consideration of the foregoing premises and to induce the Lenders, the L/C Issuers and the Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Agent as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

          SECTION 1.1. Definitions.

          (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

          “ Accounts ”; “ Bank ”; “ Chattel Paper ”; “ Commercial Tort Claim ”; “ Commodity Account ”; “ Commodity Contract ”; “ Commodity Intermediary ”; “ Documents ”; “ Electronic Chattel Paper ”; “ Entitlement Order ”; “ Equipment ”; “ Financial Asset ”; “ Goods ”; “ Inventory ”; “ Letter-of-Credit Rights ”; “ Letters of Credit ”; “ Payment Intangibles ”; “ Proceeds ”; “ Records ”; “ Securities Account ”; “ Securities Intermediary ”; “ Supporting Obligations ”; and “ Tangible Chattel Paper .”

          (b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement.

          (c) The following terms shall have the following meanings:

          “ Additional Guarantors ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Agent ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Agreement ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Borrower ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Cash Collateral Account ” means a deposit account or securities account subject, in each instance, to a Control Agreement, other than accounts established to cash collateralize L/C Reimbursement Obligations.

          “ Contracts ” shall mean, collectively, with respect to each Grantor, the Acquisition Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Grantor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

          “ Control ” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, and (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC.

          “ Control Agreements ” shall mean, collectively, the Deposit Account Control Agreements and the Securities Account Control Agreements.

          “ Copyrights ” shall mean, collectively, with respect to each Grantor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether

published or unpublished) and all copyright registrations and applications made by such Grantor, in each case, whether now owned or hereafter created or acquired by or assigned to such Grantor, together with any and all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

          “ Copyright Security Agreement ” shall mean an agreement substantially in the form of Exhibit 3 hereto.

          “ Credit Agreement ” shall have the meaning assigned to such term in Recital A hereof.

          “ Deposit Accounts ” shall mean, collectively, with respect to each Grantor, all “deposit accounts” as such term is defined in the UCC and all accounts and sub-accounts relating to any of the foregoing accounts.

          “ Deposit Account Control Agreement ” shall mean an agreement in a form that is reasonably satisfactory to the Agent establishing the Agent’s Control with respect to any Deposit Account.

          “ Distributions ” shall mean, collectively, with respect to each Grantor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Grantor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

          “ Excluded Account ” shall mean (i) Deposit Accounts or Securities Accounts which have been established and are used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments to or for the benefit of a Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (ii) Deposit Accounts or Securities Accounts which have been established and are used by a Grantor in its capacity as a fiduciary for another Person which is not a Loan Party, so long as and solely to the extent such Grantor is contractually or otherwise legally obligated to use amounts on deposit in such accounts only for such payments, (iii) Deposit Accounts or Securities Accounts containing solely Trust Funds (as defined below) and (iv) disbursement accounts which are also zero balance accounts. As used herein the term “Trust Funds” means funds attributable to taxes required by law to be collected or withheld including, without limitation, taxes owing to any Governmental Authority, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges, and other taxes for which a Grantor may become liable, together with funds on deposit in Deposit Accounts or Securities Accounts of the type described in clauses (i) and (ii) above.

          “ Excluded Property ” shall mean

     (a) any Excluded Accounts;

     (b) all Letter of Credit Rights;

     (c) all leasehold real property;

     (d) all vehicles and other assets subject to certificates of title;

     (e) any interest in joint ventures and non-Wholly Owned Subsidiaries only to the extent and for so long as the terms of the Organizational Documents (including other applicable agreements among the investors in any such person) or any Requirement of Law applicable thereto validly prohibits or requires the consent of any person other than the Grantor and its Affiliates as a condition to the creation by such Grantor of a security interest in such joint venture or non-Wholly Owned Subsidiary in favor of the Agent and such consent has not been obtained;

     (f) Equity Interests of a Foreign Subsidiary (i) with respect to a Foreign Subsidiary created or acquired after the Closing Date, only to the extent such Equity Interests of such Foreign Subsidiary are not required to be pledged to the Agent pursuant to the Credit Agreement or (ii) with respect to a Foreign Subsidiary existing as of the Closing Date, in excess of 65% of all outstanding Equity Interests of such Foreign Subsidiary;

     (g) Equity Interests of an Unrestricted Subsidiary only to the extent and for so long as such Subsidiary remains an Unrestricted Subsidiary;

     (h) any permit, license, lease, contract, agreement or other General Intangible held by any Grantor or any agreement to which any Grantor is a party, in each case, only to the extent and for so long as the terms of such permit, license, lease, contract, agreement or other General Intangible or any Requirement of Law applicable thereto, validly prohibits or requires the consent (which consent has not been granted) of any person (other than a Grantor) as a condition to the creation by such Grantor of a security interest in such permit, license, lease, contract, agreement or other General Intangible in favor of the Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity);

     (i) any equipment owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a Purchase Money Obligation or Capital Lease Obligation permitted to be incurred pursuant to the provisions of the Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Purchase Money Obligation or Capital Lease Obligation) prohibits or requires the consent (which consent has not

been granted) of any person (other than a Grantor) as a condition to the creation of any other Lien on such Equipment;

     (j) any property as to which the Agent reasonably determines that the costs of obtaining a security interest (or perfecting the same) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby; and

     (k) applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted by the United States Patent and Trademark Office, whereupon such applications shall be automatically subject to the Lien granted herein and deemed included in the Pledged Collateral;

provided, however, that Excluded Property shall not include any proceeds, products, substitutions or replacements of any Excluded Property referred to in clauses (a) through (h) (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property referred to in any of the clauses (a) through (h)).

          “ First Priority ” shall mean, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral is subject (subject to Permitted Liens).

          “ General Intangibles ” shall mean, collectively, with respect to each Grantor, all “general intangibles,” as such term is defined in the UCC, of such Grantor and, in any event, shall include (i) all of such Grantor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Grantor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or the Mortgaged Property, (v) all lists (including, without limitation, panels and panelist lists), books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Grantor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such

Grantor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

          “ Goodwill ” shall mean, collectively, with respect to each Grantor, the goodwill connected with such Grantor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Grantor has any interest, (ii) all know-how, trade secrets, customer and supplier lists (including, without limitation, panels and panelist lists), proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Grantor’s business.

          “ Grantor ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Guaranteed Obligations ” shall have the meaning assigned to such term in Section 2.1 hereof.

          “ Guarantors ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Instruments ” shall mean, collectively, with respect to each Grantor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

          “ Intellectual Property Collateral ” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

          “ Intellectual Property Licenses ” shall mean, collectively, with respect to each Grantor, all written license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Grantor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

          “ Intercompany Notes ” shall mean, with respect to each Grantor, all intercompany notes existing on the Closing Date and intercompany notes thereafter acquired by such Grantor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

          “ Investment Property ” shall mean all “investment property” as such term is defined in the UCC, excluding, however, the Securities Collateral and any Excluded Property.

          “ Joinder Agreement ” shall mean an agreement substantially in the form of Exhibit 2 hereto.

          “ Landlord Access Agreement ” shall mean an agreement in a form that is reasonably satisfactory to the Agent executed by a landlord in respect of Pledged Collateral of a Grantor located at any leased premises.

          “ Lenders ” shall have the meaning assigned to such term in Recital A hereof.

          “ Material Intellectual Property Collateral ” shall mean any Intellectual Property Collateral that is material to the business of the Grantors taken as a whole.

          “ Mortgaged Property ” shall have the meaning assigned to such term in the Mortgages.

          “ Original Guarantors ” shall have the meaning assigned to such term in the Preamble hereof.

          “ Patents ” shall mean, collectively, with respect to each Grantor, all patents issued or assigned to, and all patent applications and registrations made by, such Grantor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

          “ Patent Security Agreement ” shall mean an agreement substantially in the form of Exhibit 4 hereto.

          “ Pledge Amendment ” shall have the meaning assigned to such term in Section 6.1 hereof.

          “ Pledged Collateral ” shall have the meaning assigned to such term in Section 3.1 hereof.

          “ Pledged Securities ” shall mean, collectively, with respect to each Grantor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedule 1 hereto as being owned by such Grantor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Grantor (including by issuance), together with all rights, privileges, authority and powers of such Grantor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer, and the

certificates, instruments and agreements representing such Equity Interests and any and all interest of such Grantor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Grantor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Grantor (including by issuance), together with all rights, privileges, authority and powers of such Grantor relating to such Equity Interests or under any Organizational Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Grantor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Grantor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests; provided , however , that Pledged Securities shall not include any Equity Interests which are not required to be pledged pursuant to Section 4.11(b) of the Credit Agreement or otherwise described in the defined term “Excluded Property”.

          “ Receivables ” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) amounts owed under General Intangibles, (v) amounts owed under Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Grantors’ rights, if any, in all Supporting Obligations related thereto and all Records relating thereto.

          “ Secured Obligations ” shall have the meaning assigned to such term in Section 3.2 hereof.

          “ Securities Account Control Agreement ” shall mean an agreement in a form that is reasonably satisfactory to the Agent establishing the Agent’s Control with respect to any Securities Account.

          “ Securities Collateral ” shall mean, collectively, the Pledged Securities, Intercompany Notes and the Distributions.

          “ Trademarks ” shall mean, collectively, with respect to each Grantor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Grantor and all registrations and applications (including intent to use applications) for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Grantor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

          “ Trademark Security Agreement ” shall mean an agreement substantially in the form of Exhibit 5 hereto.

          “ UCC ” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

          SECTION 1.2. Interpretation . The rules of interpretation specified in the Credit Agreement (including Section 11.2 thereof) shall be applicable to this Agreement.

          SECTION 1.3. Resolution of Drafting Ambiguities . Each Grantor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Agent) shall not be employed in the interpretation hereof.

ARTICLE II

GUARANTY

          SECTION 2.1. Guaranty .

     To induce the Lenders to make the Loans and the L/C Issuers to Issue Letters of Credit and each other Secured Party to make credit available to or for the benefit of one or more Credit Parties, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, 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 with any Loan Document, of all the Obligations of the Borrower whether existing on the date hereof or hereinafter incurred or created (the “ Guaranteed Obligations ”). This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and not of collection.

          SECTION 2.2. Limitation of Guaranty.

     Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder 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 Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “ Fraudulent Transfer Laws ”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of

contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

          SECTION 2.3. Contribution.

     To the extent that any Guarantor (other than Holdings) shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and Holdings) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date.

          SECTION 2.4. Authorization; Other Agreements.

     The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following:

          (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document;

          (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents;

          (c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation;

          (d) (i) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Pledged Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Pledged Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and

          (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

          SECTION 2.5. Guaranty Absolute and Unconditional.

     Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be

discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Agent):

          (a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;

          (b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;

          (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Pledged Collateral;

          (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;

          (e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Pledged Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Pledged Collateral in accordance with such Secured Party’s rights under any applicable Requirement of Law; or

          (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries, in each case other than the payment in full of the Guaranteed Obligations.

          SECTION 2.6. Waiver.

     Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan

Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or set off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance.

          SECTION 2.7. Reliance.

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

ARTICLE III

GRANT OF SECURITY INTEREST

          SECTION 3.1. Pledged Collateral . For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “ Pledged Collateral ”:

     (i) all Accounts;

     (ii) all Equipment, Goods, Inventory and Fixtures;

     (iii) all Documents, Instruments and Chattel Paper;

     (iv) all Securities Collateral;

     (v) all Investment Property;

     (vi) all Intellectual Property Collateral;

     (vii) the Commercial Tort Claims described on Schedule 3 hereto;

     (viii) all General Intangibles;

     (ix) all Money and all Deposit Accounts;

     (x) all Supporting Obligations;

     (xi) all books and records relating to the Pledged Collateral; and

     (xii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Grantor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing.

          SECTION 3.2. Grant of Security Interest . Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “ Secured Obligations ”), hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral of such Grantor; provided , however , notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property; provided , further , that if and when any property shall cease to be Excluded Property, a Lien on and security in such property shall be deemed granted therein.

          SECTION 3.3. Filings . (a) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) any financing or continuation statements or other documents without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Pledged Collateral relates. Each Grantor agrees to provide all information described in the immediately preceding sentence to the Agent promptly upon the reasonable request by the Agent.

          (b) Each Grantor hereby ratifies its authorization for the Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

          (c) Each Grantor hereby further authorizes the Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Grantor, and naming such Grantor, as debtor, and the Agent, as secured party.

ARTICLE IV

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL

          SECTION 4.1. Delivery of Certificated Securities Collateral . Each Grantor represents and warrants that all certificates or instruments representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Agent has a perfected First Priority security interest therein. Each Grantor hereby agrees that all certificates or instruments representing or evidencing Securities Collateral acquired by such Grantor after the date hereof shall promptly (but in any event within 10 days (or such later period acceptable to the Agent in its discretion) after receipt thereof by such Grantor) be delivered to the Agent on such date. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Agent. The Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

          SECTION 4.2. Perfection of Uncertificated Securities Collateral . Each Grantor represents and warrants that the Agent has a perfected First Priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law, after the occurrence and during the continuance of any Event of Default, upon request by the Agent, (A) cause the Organizational Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Agent in accordance with the provisions of Section 4.1 .

          SECTION 4.3. Maintenance of Perfected Security Interest . Each Grantor agrees that at the sole cost and expense of the Grantors, such Grantor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected First Priority security interest to the extent required herein subject only to Permitted Liens.

          SECTION 4.4. Other Actions . In order to further ensure the attachment, perfection and priority of, and the ability of the Agent to enforce, the Agent’s security interest