Exhibt
10.2


 


[FORM OF
PLEDGE AND SECURITY AGREEMENT]


 


PLEDGE
AND SECURITY AGREEMENT


 


PLEDGE AND SECURITY AGREEMENT,
dated as of
                
    , 2008 (this “Agreement”),
made by Answers Corporation, a
Delaware corporation (“Answers”),
and each of its existing “Subsidiaries” (as defined in the Securities Purchase
Agreement defined below) as named on the signature pages hereto
(collectively, the “Existing Subsidiaries”)
and each other Subsidiary of Answers hereafter becoming party hereto (together
with Answers and the Existing Subsidiaries, each a “Grantor” and, collectively, the “Grantors”), in favor of Interlachen
Convertible Investments Limited, in its capacity as collateral agent
(in such capacity, the “Collateral Agent”)
for “Buyers” (as defined below) party to the Securities Purchase Agreement,
dated as of even date herewith (as amended, restated or otherwise modified from
time to time, the “Securities Purchase
Agreement”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, Answers and each party listed as a
“Buyer” on the Schedule of Buyers attached thereto (collectively, the “Buyers”) are parties to the Securities
Purchase Agreement, pursuant to which Answers shall be required to sell, and
the Buyers shall purchase or have the right to purchase, the “Notes” (as defined
therein);


 


WHEREAS, it is a condition precedent to the
Buyers entering into the Securities Purchase Agreement that Answers shall have
executed and delivered to the Collateral Agent this Agreement providing for the
grant to the Collateral Agent for the benefit of the Buyers of a security
interest in all personal property of Answers to secure all of Answers’
obligations under the Securities Purchase Agreement and the “Notes” (as defined
therein) issued pursuant thereto (as such Notes may be amended, restated,
replaced or otherwise modified from time to time in accordance with the terms
thereof, collectively, the “Notes”);


 


WHEREAS, each of the Existing Subsidiaries is a wholly-owned Subsidiary
of Answers and will derive substantial benefits from the execution of the
Securities Purchase Agreement;


 


WHEREAS, each of the Existing Subsidiaries,
Answers and each other Grantor (i) are or will be mutually dependent on
each other in the conduct of their respective businesses as an integrated
operation, with the credit needed from time to time by one often being provided
through financing obtained by the other and the ability to obtain such
financing being dependent on the successful operations of each of the Existing
Subsidiaries, Answers and each other Grantor and (ii) will receive a
mutual benefit from the proceeds received by the Company in respect of the
issuance of the Notes;


 


WHEREAS, it is a condition precedent to the
Buyers entering into the Securities Purchase Agreement that each of the
Existing Subsidiaries shall have granted to the Collateral Agent for the
benefit of the Buyers a security interest in all personal property of each of
the Existing Subsidiaries to secure Answers’ obligations under the Securities
Purchase Agreement and the Notes, and that each future Subsidiary of Answers
become a party to this Agreement; and


 

















 


WHEREAS, each of the Existing Subsidiaries and each other Grantor has
determined that the execution, delivery and performance of this Agreement
directly benefits, and arein the best interest of Answers; and


 


NOW, THEREFORE, in consideration of the
premises and the agreements hereinand in order to induce the Buyers to perform
under the Securities Purchase Agreement, each Grantor agrees with the
Collateral Agent, for the benefit of the Buyers, as follows:


 


SECTION 1.  Definitions.


 


(a)           Reference is hereby made to the
Securities Purchase Agreement and the Notes for a statement of the terms
thereof.  All terms used in this
Agreement and the recitals hereto which are defined in the Securities Purchase
Agreement, the Notes or in Articles 8 or 9 of the Uniform Commercial Code (the
“Code”) as in effect from time to
time in the State of New York, and which are not otherwise defined herein shall
have the same meanings herein as set forth therein; provided that terms
used herein which are defined in the Code as in effect in the State of New York
on the date hereof shall continue to have the same meaning notwithstanding any
replacement or amendment of such statute except as the Collateral Agent may
otherwise determine.


 


(b)           The following terms shall have the
respective meanings provided for inthe Code: 
“Accounts”, “Cash Proceeds”, “Chattel Paper”, “Commercial Tort
Claim”,“Commodity Account”, “Commodity Contracts”, “Deposit Account”, “Documents”,“Equipment”,
“Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”,
“Investment Property”, “Letter-of-Credit Rights”, “Noncash Proceeds”, “Payment
Intangibles”, “Proceeds”, “Promissory Notes”, “Security”, “Record”, “Security
Account”, “Software”, and “Supporting Obligations”.


 


(c)           As used in this Agreement, the
following terms shall have the respective meanings indicated below, such
meanings to be applicable equally to both the singular and plural forms of such
terms:


 


“Copyright
Licenses” means all licenses, contracts or other agreements, whether
written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to use or sell any works covered by any copyright
(including, without limitation, all Copyright Licenses set forth in Schedule
II hereto).


 


“Copyrights”
means all domestic and foreign copyrights, whether registered or not,
including, without limitation, all copyright rights throughout the universe
(whether now or hereafter arising) in any and all media (whether now or
hereafter developed), in and to all original works of authorship fixed in any
tangible medium of expression, acquired or used by any Grantor (including,
without limitation, all copyrights described in Schedule II hereto), all
applications, registrations and recordings thereof (including, without
limitation, applications, registrations and recordings in the United States
Copyright Office or in any similar office or agency of the United States or any
other country or any political subdivision thereof), and all reissues,
divisions, continuations, continuations in part and extensions or renewals
thereof.


 

















 


“Event of
Default” means (i) any
defined event of default under any one or more of the Transaction Documents, in
each instance, after giving effect to any notice, grace, or cure periods
provided for in the applicable Transaction Documents, (ii) the failure by
Answers to pay any amounts when due under the Notes or the other Transaction
Documents, or (iii) the breach of any representation, warranty or covenant
by any Grantor under this Agreement.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person
under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the
United States Code) or under any other bankruptcy or insolvency law,
assignments for the benefit of creditors, formal or informal moratoria,
compositions, or extensions generally with creditors, or proceedings seeking
reorganization, arrangement, or other similar relief.


 


 


“Intellectual Property”
means the Copyrights, Trademarks and Patents.


 


“Licenses” means the
Copyright Licenses, the Trademark Licenses and the Patent Licenses.


 


“Lien”
means any mortgage, deed of trust, pledge, lien (statutory or otherwise),
security interest, charge or other encumbrance or security or preferential
arrangement of any nature, including, without limitation, any conditional sale
or title retention arrangement, any capitalized lease and any assignment,
deposit arrangement or financing lease intended as, or having the effect of, security.


 


“Patent
Licenses” means all licenses, contracts or other agreements, whether
written or oral, naming any Grantor as licensee or licensor and providing for
the grant of any right to manufacture, use or sell any invention covered by any
Patent (including, without limitation, all Patent Licenses set forth in Schedule
II hereto).


 


“Patents”
means all domestic and foreign letters patent, design patents, utility patents,
industrial designs, inventions, trade secrets, ideas, concepts, methods,
techniques, processes, proprietary information, technology, know-how, formulae,
rights of publicity and other general intangibles of like nature, now existing
or hereafter acquired (including, without limitation, all domestic and foreign
letters patent, design patents, utility patents, industrial designs,
inventions, trade secrets, ideas, concepts, methods, techniques, processes,
proprietary information, technology, know-how and formulae described in Schedule
II hereto), all applications, registrations and recordings thereof
(including, without limitation, applications, registrations and recordings in
the United States Patent and Trademark Office, or in any similar office or
agency of the United States or any other country or any political subdivision
thereof), and all reissues, divisions, continuations, continuations in part and
extensions or renewals thereof.


 


“Permitted Liens”
means (i) any Lien for
taxes not yet due or delinquent or being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance
with GAAP, (ii) any Lien created by operation of law, such as
materialmen’s liens, mechanics’ liens and other similar liens, arising in the
ordinary course of business with respect to a liability that is not yet due or
delinquent or that are being contested in good faith by appropriate
proceedings, (iv) Liens
granted hereunder securing the Obligations; 


 

















(v) leases or subleases
and licenses and sublicenses granted to others in the ordinary course of the Grantors’
business, not interfering in any material respect with the business of a
Grantor, (vi) Liens granted in favor of the seller parties to the Lexico
Acquisition (as defined in the Securities Purchase Agreement); provided,
that such Liens are the subject of a Subordination Agreement (as defined in the
Securities Purchase Agreement), and (vii) the Liens in favor of UBank Ltd.
on money deposited in a bank account disclosed to the Holder held in the name
of GuruNet Israel Ltd., provided that such Liens are not on assets with a value
exceeding $350,000 in the aggregate.


 


“Trademark
Licenses” means all licenses, contracts or other agreements, whether
written or oral, naming any Grantor as licensor or licensee and providing for
the grant of any right concerning any Trademark, together with any goodwill
connected with and symbolized by any such trademark licenses, contracts or
agreements and the right to prepare for sale or lease and sell or lease any and
all Inventory now or hereafter owned by any Grantor and now or hereafter
covered by such licenses (including, without limitation, all Trademark Licenses
described in Schedule II hereto).


 


“Trademarks”
means all domestic and foreign trademarks, service marks, collective marks,
certification marks, trade names, business names, d/b/a’s, Internet domain
names, trade styles, designs, logos and other source or business identifiers
and all general intangibles of like nature, now or hereafter owned, adopted,
acquired or used by any Grantor (including, without limitation, all domestic
and foreign trademarks, service marks, collective marks, certification marks,
trade names, business names, d/b/a’s, Internet domain names, trade styles,
designs, logos and other source or business identifiers described in Schedule
II hereto), all applications, registrations and recordings thereof
(including, without limitation, applications, registrations and recordings in
the United States Patent and Trademark Office or in any similar office or
agency of the United States, any state thereof or any other country or any
political subdivision thereof), and all reissues, extensions or renewals
thereof, together with all goodwill of the business symbolized by such marks
and all customer lists, formulae and other Records of any Grantor relating to
the distribution of products and services in connection with which any of such
marks are used.


 


SECTION 2.   Grant of Security
Interest.  As
collateral security for all of the “Obligations” (as defined in Section 3
hereof), each Grantor hereby pledges and assigns to the Collateral Agent for
the benefit of the Buyers, and grants to the Collateral Agent for the benefit
of the Buyers a continuing security interest in, all personal property of such Grantor,
wherever located and whether now or hereafter existing and whether now owned or
hereafter acquired, of every kind and description, tangible or intangible
(collectively, the “Collateral”), including, without
limitation, the following:


 


(a)           all Accounts;


 


(b)           all Chattel Paper (whether tangible or electronic);


 


(c)           the Commercial Tort Claims specified on Schedule VI
hereto;


 





















 


(d)           all
Deposit Accounts (including, without limitation, all cash, and all other
property from time to time deposited therein and the monies and property in the
possession or under the control of the Collateral Agent or Buyer or any
affiliate, representative, agent or correspondent of the Collateral Agent or
Buyer;


 


(e)           all Documents;


 


(f)            all Equipment;


 


(g)           all Fixtures;


 


(h)           all General Intangibles (including, without limitation,
all Payment Intangibles);


 


(i)            all Goods;


 


(j)            all Instruments (including, without limitation,
Promissory Notes and each certificated Security);


 


(k)           all Inventory;


 


(l)            all Investment Property;


 


(m)          all Copyrights, Patents
and Trademarks, and all Licenses;


 


(n)           all Letter-of-Credit
Rights;


 


(o)           all Supporting Obligations;


 


(p)           all other tangible and intangible
personal property of such Grantor (whether or not subject to the Code),
including, without limitation, all bank and other accounts and all cash and all
investments therein, all proceeds, products, offspring, accessions, rents,
profits, income, benefits, substitutions and replacements of and to any of the
property of such Grantor described in the preceding clauses of this Section 2
(including, without limitation, any proceeds of insurance thereon and all
causes of action, claims and warranties now or hereafter held by such Grantor
in respect of any of the items listed above), and all books, correspondence,
files and other Records, including, without limitation, all tapes, desks,
cards, Software, data and computer programs in the possession or under the
control of such Grantor or any other Person from time to time acting for such
Grantor that at any time evidence or contain information relating to any of the
property described in the preceding clauses of this Section 2 or
are otherwise necessary or helpful in the collection or realization thereof;
and


 


(q)           all Proceeds, including all Cash
Proceeds and Noncash Proceeds, and products of any and all of the foregoing
Collateral;



 in each case howsoever such Grantor’s
interest therein may arise or appear (whether by ownership, security interest,
claim or otherwise).


 





















 


SECTION 3.   Security for Obligations.  The
security interest created hereby in the Collateral constitutes continuing
collateral security for all of the following obligations, whether now existing
or hereafter incurred (collectively, the “Obligations”):


 


(a)           the payment by Answers, as and when
due and payable (by scheduled maturity, required prepayment, acceleration,
demand or otherwise), of all amounts from time to time owing by it in respect
of the Securities Purchase Agreement, the Notes and the other “Transaction Documents” (as defined in the
Securities Purchase Agreement), including, without limitation, (A) all
principal of and interest on the Notes (including, without limitation, all
interest that accrues after the commencement of any Insolvency Proceeding of
any Grantor, whether or not the payment of such interest is unenforceable or is
not allowable due to the existence of such Insolvency Proceeding), and (B) all
fees, commissions, expense reimbursements, indemnifications and all other
amounts due or to become due under any of the Transaction Documents; and


 


(b)           the due performance and observance by Answers of all of
its other obligations from time to time existing in respect of any of the
Transaction Documents for so long as the Notes are outstanding.


 


SECTION 4.   Representations and Warranties.  Each Grantor
represents and warrants as follows:


 


(a)           Schedule I hereto sets forth (i) the
exact legal name of such Grantor, and (ii) the organizational
identification number of such Grantor or states that no such organizational
identification number exists.


 


(b)           There is no pending or written notice threatening any action,
suit, proceeding or claim affecting such Grantor before any governmental
authority or any arbitrator, or any order, judgment or award by any
governmental authority or arbitrator, that may adversely affect the grant by
such Grantor, or the perfection, of the security interest purported to be
created hereby in the Collateral, or the exercise by the Collateral Agent of
any of its rights or remedies hereunder.


 


(c)           All Federal, state and local tax
returns and other reports required by applicable law to be filed by such
Grantor have been filed, or extensions have been obtained, and all taxes,
assessments and other governmental charges imposed upon such Grantor or any
property of such Grantor (including, without limitation, all federal income and
social security taxes on employees’ wages) and which have become due and
payable on or prior to the date hereof have been paid, except to the extent
contested in good faith by proper proceedings which stay the imposition of any
penalty, fine or Lien resulting from the non-payment thereof and with respect
to which adequate reserves have been set aside for the payment thereof in
accordance with generally accepted accounting principles consistently applied
(“GAAP”).


 


(d)           All Equipment, Fixtures, Goods and Inventory of such
Grantor now existing are, and all Equipment, Fixtures, Goods and Inventory of
such Grantor hereafter existing will be, located and/or based at the addresses
specified therefor in Schedule III hereto, except that such Grantor will
give the Collateral Agent not less than 30 days’ prior written notice of any


 





















 


change of the location of any
such Collateral, other than to locations set forth on Schedule III and
with respect to which the Collateral Agent has filed financing statements and
otherwise fully perfected its Liens thereon. 
Such Grantor’s chief place of business and chief executive office, the
place where such Grantor keeps its Records concerning Accounts and all
originals of all Chattel Paper are located at the addresses specified therefor
in Schedule III hereto.  None of
the Accounts is evidenced by Promissory Notes or other Instruments.  Set forth in Schedule IV hereto is a
complete and accurate list, as of the date of this Agreement, of (i) each
Promissory Note, Security and other Instrument owned by each Grantor and (ii) each
Deposit Account, Securities Account and Commodities Account of each Grantor,
together with the name and address of each institution at which each such
Account is maintained, the account number for each such Account and a description
of the purpose of each such Account.  Set
forth in Schedule II hereto is a complete and correct list of each trade
name used by each Grantor and the name of, and each trade name used by, each
person from which such Grantor has acquired any substantial part of the
Collateral.


 


(e)           Such Grantor has delivered to the
Collateral Agent complete and correct copies of each License described in Schedule
II hereto, including all schedules and exhibits thereto, which represents
all of the Licenses existing on the date of this Agreement.  Each such License sets forth the entire
agreement and understanding of the parties thereto relating to the subject
matter thereof, and there are no other agreements, arrangements or understandings,
written or oral, relating to the matters covered thereby or the rights of such
Grantor or any of its affiliates in respect thereof.  Each material License now existing is, and
any material License entered into in the future will be, the legal, valid and
binding obligation of the parties thereto, enforceable against such parties in
accordance with its terms.  No default
under any material License by any such party has occurred, nor does any
defense, offset, deduction or counterclaim exist thereunder in favor of any
such party.


 


(f)            Such Grantor owns and controls, or
otherwise possesses adequate rights to use, all Trademarks, Patents and
Copyrights, which are the only trademarks, patents, copyrights, inventions,
trade secrets, proprietary information and technology, know-how, formulae, rights
of publicity necessary to conduct its business in substantially the same manner
as conducted as of the date hereof.  Schedule
II hereto sets forth a true and complete list of all registered copyrights,
issued patents, Trademarks (including, without limitation, any Internet domain
names and the registrar of each such Internet domain name), and Licenses
annually owned or used by such Grantor as of the date hereof.  To the best knowledge of each Grantor, all
such Intellectual Property of such Grantor is subsisting and in full force and
effect, has not been adjudged invalid or unenforceable, is valid and
enforceable and has not been abandoned in whole or in part.  Except as set forth in Schedule II, no such
Intellectual Property is the subject of any licensing or franchising
agreement.  Such Grantor has no knowledge
of any conflict with the rights of others to any Intellectual Property and, to
the best knowledge of such Grantor, such Grantor is not now infringing or in
conflict with any such rights of others in any material respect, and to the
best knowledge of such Grantor, no other Person is now infringing or in
conflict in any material respect with any such properties, assets and rights
owned or used by such Grantor.  Such
Grantor has not received any notice that it is violating or has violated the
trademarks, patents, copyrights, inventions, trade secrets, proprietary
information and technology, know-how, formulae, rights of publicity or other
intellectual property rights of any third party.


 





















 


(g)           Such Grantor is and will be at all
times the sole and exclusive owner of, or otherwise has and will have adequate
rights in, the Collateral free and clear of any Liens, except for Permitted
Liens on any Collateral.  No effective
financing statement or other instrument similar in effect covering all or any
part of the Collateral is on file in any recording or filing office except (A) such
as may have been filed in favor of the Collateral Agent relating to this
Agreement, and (B) such as may have been filed to perfect any Liens with
respect to the Current Credit Facility.


 


(h)           The exercise by the Collateral Agent
of any of its rights and remedies hereunder will not contravene any law or any
contractual restriction binding on or otherwise affecting such Grantor or any
of its properties and will not result in or require the creation of any Lien,
upon or with respect to any of its properties.


 


(i)            No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
other regulatory body, or any other Person, is required for (i) the grant
by such Grantor, or the perfection, of the security interest purported to be
created hereby in the Collateral, or (ii) the exercise by the Collateral
Agent of any of its rights and remedies hereunder, except (A) for the
filing under the Uniform Commercial Code as in effect in the applicable
jurisdiction of the financing statements, all of which financing statements,
have been duly filed and are in full force and effect, (B) with respect to
the perfection of the security interest created hereby in the Intellectual
Property, for the recording of the appropriate Assignment for Security,
substantially in the form of Exhibit A hereto, as applicable, in
the United States Patent and Trademark Office or the United States Copyright
Office, as applicable, and (C) with respect to the perfection of the
security interest created hereby in foreign Intellectual Property and Licenses,
for registrations and filings in jurisdictions located outside of the United States
and covering rights in such jurisdictions relating to the Intellectual Property
and Licenses.


 


(j)            This Agreement creates in favor of
the Collateral Agent a legal, valid and enforceable security interest in the
Collateral, as security for the Obligations. 
The Collateral Agent’s having possession of all Instruments and cash
constituting Collateral from time to time, the recording of the appropriate
Assignment for Security executed pursuant hereto in the United States Patent
and Trademark Office and the United States Copyright Office, as applicable, and
the filing of the financing statements and the other filings and recordings, as
applicable, described in Schedule V hereto and, with respect to the
Intellectual Property hereafter existing and not covered by an appropriate
Assignment for Security, the recording in the United States Patent and
Trademark Office or the United States Copyright Office, as applicable, of
appropriate instruments of assignment, result in the perfection of such
security interests.  Such security
interests are, or in the case of Collateral in which such Grantor obtains
rights after the date hereof, will be, perfected, first priority security
interests, subject only to Permitted Liens and the recording of such
instruments of assignment.  Such
recordings and filings and all other action necessary or desirable to perfect
and protect such security interest have been duly taken, except for the
Collateral Agent’s having possession of Instruments and cash constituting
Collateral after the date hereof and the other filings and recordations
described in Section 4(l) hereof.


 





















 


(k)           As of the date hereof, such Grantor
does not hold any Commercial Tort Claims nor is aware of any such pending
claims, except for such claims described in Schedule VI.


 


(l)            Each of the Existing Subsidiaries is
a wholly-owned Subsidiary of Answers and are the only Subsidiaries of Answers,
as of the date hereof.


 


SECTION 5.   Covenants as to the Collateral.  So long as
any of the Obligations shall remain outstanding, unless the Collateral Agent
shall otherwise consent in writing:


 


(a)           Further Assurances.  Each Grantor will at its expense, at any time
and from time to time, promptly execute and deliver all further instruments and
documents and take all further action that the Collateral Agent may reasonably
request in order to:  (i) perfect
and protect the security interest purported to be created hereby; (ii) enable
the Collateral Agent to exercise and enforce its rights and remedies hereunder
in respect of the Collateral; or (iii) otherwise effect the purposes of
this Agreement, including, without limitation: 
(A) marking conspicuously all Chattel Paper and each License and,
at the request of the Collateral Agent, each of its Records pertaining to the
Collateral with a legend, in form and substance satisfactory to the Collateral
Agent, indicating that such Chattel Paper, License or Collateral is subject to
the security interest created hereby, (B)  delivering and pledging to the
Collateral Agent hereunder each Promissory Note, Security, Chattel Paper or
other Instrument, now or hereafter owned by such Grantor, duly endorsed and
accompanied by executed instruments of transfer or assignment, all in form and
substance satisfactory to the Collateral Agent, (C) executing and filing
(to the extent, if any, that such Grantor’s signature is required thereon) or
authenticating the filing of, such financing or continuation statements, or
amendments thereto, as may be necessary or desirable or that the Collateral
Agent may request in order to perfect and preserve the security interest
purported to be created hereby, (D) furnishing to the Collateral Agent
from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral in each
case as the Collateral Agent may reasonably request, all in reasonable detail, (E) if
any Collateral shall be in the possession of a third party, notifying such
Person of the Collateral Agent’s security interest created hereby and obtaining
a written acknowledgment from such Person that such Person holds possession of
the Collateral  for the benefit of the
Collateral Agent, which such written acknowledgement shall be in form and
substance satisfactory to the Collateral Agent, (F) if at any time after
the date hereof, such Grantor acquires or holds any Commercial Tort Claim,
promptly notifying the Collateral Agent in a writing signed by such Grantor
setting forth a brief description of such Commercial Tort Claim and granting to
the Collateral Agent a security interest therein and in the proceeds thereof,
which writing shall incorporate the provisions hereof and shall be in form and
substance satisfactory to the Collateral Agent, (G) upon the acquisition
after the date hereof by such Grantor of any motor vehicle or other Equipment
subject to a certificate of title or ownership (other than a Motor Vehicle or
Equipment that is subject to a purchase money security interest), causing the
Collateral Agent to be listed as the lienholder on such certificate of title or
ownership and delivering evidence of the same to the Collateral Agent in
accordance with the Securities Purchase Agreement; and (H) taking all
actions required by any earlier versions of the Uniform Commercial Code or by
other law, as applicable, in any relevant Uniform Commercial Code jurisdiction,
or by other law as applicable in any foreign jurisdiction.


 





















 


(b)           Location of Equipment and
Inventory.  Each Grantor will keep
the Equipment and Inventory at the locations specified therefor in Section 4(g) hereof
or, upon not less than thirty (30) days’ prior written notice to the Collateral
Agent accompanied by a new Schedule V hereto indicating each new
location of the Equipment and Inventory, at such other locations in the United
States.


 


(c)           Condition of Equipment.  Each Grantor will maintain or cause the
Equipment (necessary or useful to its business) to be maintained and preserved
in good condition, repair and working order, ordinary wear and tear excepted,
and will forthwith, or in the case of any loss or damage to any Equipment of
such Grantor within a commercially reasonable time after the occurrence
thereof, make or cause to be made all repairs, replacements and other
improvements in connection therewith which are necessary or desirable,
consistent with past practice, or which the Collateral Agent may request to
such end.  Such Grantor will promptly
furnish to the Collateral Agent a statement describing in reasonable detail any
such loss or damage in excess of $250,000  to any Equipment.


 


(d)           Taxes, Etc.  Each Grantor agrees to pay promptly when due
all property and other taxes, assessments and governmental charges or levies
imposed upon, and all claims (including claims for labor, materials and
supplies) against, the Equipment and Inventory, except to the extent the
validity thereof is being contested in good faith by proper proceedings which
stay the imposition of any penalty, fine or Lien resulting from the non-payment
thereof and with respect to which adequate reserves in accordance with GAAP
have been set aside for the payment thereof.


 


(e)           Insurance.


 


(i)            Each Grantor will, at its own expense,
maintain insurance (including, without limitation, commercial general liability
and property insurance) with respect to the Equipment and Inventory in such
amounts, against such risks, in such form and with responsible and reputable
insurance companies or associations as is required by any governmental
authority having jurisdiction with respect thereto or as is carried generally
in accordance with sound business practice by companies in similar businesses
similarly situated and in any event, in amount, adequacy and scope reasonably
satisfactory to the Collateral Agent. 
Each such policy for liability insurance shall provide for all losses to
be paid on behalf of the Collateral Agent and such Grantor as their respective
interests may appear, and each policy for property damage insurance shall
provide for all losses to be adjusted with, and paid directly to, the
Collateral Agent.  Each such policy shall
in addition (A) name the Collateral Agent as an additional insured party
thereunder (without any representation or warranty by or obligation upon the
Collateral Agent) as their interests may appear, (B) contain an agreement
by the insurer that any loss thereunder shall be payable to the Collateral
Agent on its own account notwithstanding any action, inaction or breach of
representation or warranty by such Grantor, (C) provide that there shall
be no recourse against the Collateral Agent for payment of premiums or other
amounts with respect thereto, and (D) provide that at least 30 days’ prior
written notice of cancellation, lapse, expiration or other adverse change shall
be given to the Collateral Agent by the insurer.  Such 


 





















 


Grantor will, if so requested by the Collateral Agent, deliver to the
Collateral Agent original or duplicate policies of such insurance and, as often
as the Collateral Agent may reasonably request, a report of a reputable
insurance broker with respect to such insurance.  Such Grantor will also, at the request of the
Collateral Agent, execute and deliver instruments of assignment of such
insurance policies and cause the respective insurers to acknowledge notice of
such assignment.


 


(ii)           Reimbursement under
any liability insurance maintained by a Grantor pursuant to this Section 5(e) may
be paid directly to the Person who shall have incurred liability covered by
such insurance.  In the case of any loss
involving damage to Equipment or Inventory, any proceeds of insurance maintained
by a Grantor pursuant to this Section 5(e) shall be paid to
the Collateral Agent (except as to which paragraph (iii) of this Section 5(e) is
not applicable), such Grantor will make or cause to be made the necessary
repairs to or replacements of such Equipment or Inventory, and any proceeds of
insurance maintained by such Grantor pursuant to this Section 5(e) shall
be paid by the Collateral Agent to such Grantor as reimbursement for the costs
of such repairs or replacements.


 


(iii)          All
insurance payments in respect of such Equipment or Inventory shall be paid to
the Collateral Agent and applied as specified in Section 7(b) hereof.


 


(f)            Provisions Concerning the
Accounts and the Licenses.


 


(i)            Each
Grantor will (A) give the Collateral Agent at least 30 days’ prior written
notice of any change in such Grantor’s name, identity or organizational
structure, (B) maintain its jurisdiction of incorporation as set forth in Section 4(b) hereto,
(C) immediately notify the Collateral Agent upon obtaining an organizational
identification number, if on the date hereof such Grantor did not have such
identification number, and (D) keep adequate records concerning the
Accounts and Chattel Paper and permit representatives of the Collateral Agent
during normal business hours on reasonable notice to such Grantor, to inspect
and make abstracts from such Records and Chattel Paper.


 


(ii)           Each Grantor will,
except as otherwise provided in this subsection (f), continue to collect,
at its own expense, all amounts due or to become due under the Accounts.  In connection with such collections, such
Grantor may (and, at the Collateral Agent’s direction, will) take such action
as such Grantor or the Collateral Agent may deem necessary or advisable to
enforce collection or performance of the Accounts; provided, however,
that the Collateral Agent shall have the right at any time, upon the occurrence
and during the continuance of an Event of Default, to notify the account
debtors or obligors under any Accounts of the assignment of such Accounts to
the Collateral Agent and to direct such account debtors or obligors to make
payment of all amounts due or to become due to such Grantor thereunder directly
to the Collateral Agent or its designated agent and, upon such notification and
at the expense of such Grantor and to the extent permitted by law, to enforce
collection of any such Accounts and to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as such Grantor
might have done.  After receipt by a
Grantor of a notice from the Collateral Agent that the Collateral Agent has
notified, intends to notify, or has enforced or intends to enforce a Grantor’s
rights against the account debtors or obligors under any Accounts as referred
to in the proviso to the immediately preceding sentence, (A) all amounts
and proceeds (including Instruments) received by such Grantor in respect of the
Accounts shall be received in trust for the benefit of the Collateral Agent
hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Collateral 


 





















 


Agent in the
same form as so received (with any necessary endorsement) to be held as cash
collateral and applied as specified in Section 7(b) hereof,
and (B) such Grantor will not adjust, settle or compromise the amount or
payment of any Account or release wholly or partly any account debtor or
obligor thereof or allow any credit or discount thereon.  In addition, upon the occurrence and during
the continuance of an Event of Default, the Collateral Agent may (in its sole
and absolute discretion) direct any or all of the banks and financial
institutions with which such Grantor either maintains a Deposit Account or a
lockbox or deposits the proceeds of any Accounts to send immediately to the
Collateral Agent by wire transfer (to such account as the Collateral Agent
shall specify, or in such other manner as the Collateral Agent shall direct)
all or a portion of such securities, cash, investments and other items held by
such institution.  Any such securities,
cash, investments and other items so received by the Collateral Agent shall (in
the sole and absolute discretion of the Collateral Agent) be held as additional
Collateral for the Obligations or distributed in accordance with Section 7
hereof.


 


(iii)          Upon
the occurrence and during the continuance of any breach or default under any
material License referred to in Schedule II hereto by any party thereto
other than a Grantor, the Grantor party thereto will, promptly after obtaining
knowledge thereof, give the Collateral Agent written notice of the nature and
duration thereof, specifying what action, if any, it has taken and proposes to
take with respect thereto and thereafter will take reasonable steps to protect
and preserve its rights and remedies in respect of such breach or default, or
will obtain or acquire an appropriate substitute License.


 


(iv)          Each Grantor will, at its expense,
promptly deliver to the Collateral Agent a copy of each notice or other
communication received by it by which any other party to any material License
referred to in Schedule II hereto purports to exercise any of its rights
or affect any of its obligations thereunder, together with a copy of any reply
by such Grantor thereto.


 


(v)           Each Grantor will exercise promptly
and diligently each and every right which it may have under each material
License (other than any right of termination) and will duly perform and observe
in all respects all of its obligations under each material License and will
take all action reasonably necessary to maintain such Licenses in full force
and effect.  No Grantor will, without the
prior written consent of the Collateral Agent, cancel, terminate, amend or
otherwise modify in any respect, or waive any provision of, any material
License referred to in Schedule II hereto.


 


(g)           Transfers and Other Liens.


 


(i)            No
Grantor will sell, assign (by operation of law or otherwise), lease, license,
exchange or otherwise transfer or dispose of any of the Collateral, except (A) Inventory
in the ordinary course of business, and (B) worn-out or obsolete assets
not necessary to the business.


 


(ii)           No Grantor will create, suffer to
exist or grant any Lien upon or with respect to any Collateral other than a
Permitted Lien.


 





















 


(h)           Intellectual Property.


 


(i)            If
applicable, each Grantor shall, upon the Collateral Agent’s written request,
duly execute and delivered the applicable Assignment for Security in the form
attached hereto as Exhibit A.  Each Grantor (either itself or through
licensees) will, and will cause each licensee thereof to, take all action
necessary to maintain all of the Intellectual Property in full force and
effect, including, without limitation, using the proper statutory notices and
markings and using the Trademarks on each applicable trademark class of goods
in order to so maintain the Trademarks in full force and free from any claim of
abandonment for non-use, and such Grantor will not (nor permit any licensee
thereof to) do any act or knowingly omit to do any act whereby any Intellectual
Property may become invalidated; provided, however, that so long
as no Event of Default has occurred and is continuing, such Grantor shall not
have an obligation to use or to maintain any Intellectual Property (A) that
relates solely to any product or work, that has been, or is in the process of
being, discontinued, abandoned or terminated, (B) that is being replaced
with Intellectual Property substantially similar to the Intellectual Property
that may be abandoned or otherwise become invalid, so long as the failure to
use or maintain such Intellectual Property does not materially adversely affect
the validity of such replacement Intellectual Property and so long as such
replacement Intellectual Property is subject to the Lien created by this
Agreement or (C) that is substantially the same as another Intellectual
Property that is in full force, so long the failure to use or maintain such
Intellectual Property does not materially adversely affect the validity of such
replacement Intellectual Property and so long as such other Intellectual
Property is subject to the Lien and security interest created by this
Agreement.  Each Grantor will cause to be taken all necessary steps
in any proceeding before the United States Patent and Trademark Office and the
United States Copyright Office or any similar office or agency in any other
country or political subdivision thereof to maintain each registration of the
Intellectual Property (other than the Intellectual Property described in the
proviso to the immediately preceding sentence), including, without limitation,
filing of renewals, affidavits of use, affidavits of incontestability and
opposition, interference and cancellation proceedings and payment of
maintenance fees, filing fees, taxes or other governmental fees.  If any Intellectual Property (other than
Intellectual Property described in the proviso to the first sentence of
subsection (i) of this clause (h)) is infringed, misappropriated, diluted
or otherwise violated in any material respect by a third party, such Grantor shall
(x) upon learning of such infringement, misappropriation, dilution or
other violation, promptly notify the Collateral Agent and (y) to the
extent such Grantor shall deem appropriate under the circumstances, promptly
sue for infringement, misappropriation, dilution or other violation, seek
injunctive relief where appropriate and recover any and all damages for such
infringement, misappropriation, dilution or other violation, or take such other
actions as such Grantor shall deem appropriate under the circumstances to
protect such Intellectual Property.  Each
Grantor shall furnish to the Collateral
Agent from time to time upon its request statements and schedules further
identifying and describing the Intellectual Property and Licenses and such
other reports in connection with the Intellectual Property and Licenses as the
Collateral Agent may reasonably request, all in reasonable detail and promptly
upon request of the Collateral Agent, following receipt by the Collateral Agent
of any such statements, schedules or reports, such Grantor shall modify this
Agreement by amending Schedule II hereto, as the case may be, to include
any Intellectual Property and License, as the case may be, which becomes part
of the Collateral under this Agreement and shall execute and authenticate such
documents and do such acts as shall be necessary or, in the judgment of the
Collateral Agent, desirable to subject such Intellectual Property and Licenses
to the Lien and security interest created by this Agreement.


 





















 


Notwithstanding anything herein to the contrary, upon the occurrence
and during the continuance of an Event of Default, such Grantor may not abandon
or otherwise permit any Intellectual Property to become invalid without the
prior written consent of the Collateral Agent, and if any Intellectual Property
is infringed, misappropriated, diluted or otherwise violated in any material
respect by a third party, such Grantor will take such action as the Collateral
Agent shall deem appropriate under the circumstances to protect such
Intellectual Property.


 


(ii)           In no event shall a
Grantor, either itself or through any agent, employee, licensee or designee,
file an application for the registration of any Trademark or Copyright or the
issuance of any Patent with the United States Patent and Trademark Office or
the United States Copyright Office, as applicable, or in any similar office or
agency of the United States or any country or any political subdivision thereof
unless it gives the Collateral Agent prior written notice thereof.  Upon request of the Collateral Agent, each
Grantor shall execute, authenticate and deliver any and all assignments,
agreements, instruments, documents and papers as the Collateral Agent may
reasonably request to evidence the Collateral Agent’s security interest
hereunder in such Intellectual Property and the General Intangibles of such
Grantor relating thereto or represented thereby, and such Grantor hereby
appoints the Collateral Agent its attorney-in-fact to execute and/or
authenticate and file all such writings for the foregoing purposes, all acts of
such attorney being hereby ratified and confirmed, and such power (being
coupled with an interest) shall be irrevocable until the indefeasible payment
in full in cash of all of the Obligations in full and the termination of each
of the Transaction Documents.


 


(iii)          Upon the Collateral
Agent’s request, each Grantor shall cause each domain registrar where any of
such Grantor’s Internet domain names are registered, whether as of the date of
this Agreement or at any time hereafter, to execute and deliver to the
Collateral Agent a domain name control agreement, in form and substance
reasonably satisfactory to the Collateral Agent, duly executed by such Grantor
and such domain registrar, or enter into other arrangements in form and
substance satisfactory to the Collateral Agent, pursuant to which such domain
registrar shall irrevocably agree, inter  alia, that (i) it
will comply at any time with the instructions originated by the Collateral
Agent to such domain registrar directing substitution of the Collateral Agent
or its designee as the registered owner of such Internet domain names, without
further consent of such Grantor, which instructions the Collateral Agent will
not give to such domain registrar in the absence of a continuing Event of
Default.


 


(i)            Deposit, Commodities and
Securities Accounts.  Upon the
Collateral Agent’s request, each Grantor shall cause each bank and other
financial institution with an account referred to in Schedule IV hereto
to execute and deliver to the Collateral Agent a control agreement, in form and
substance reasonably satisfactory to the Collateral Agent, duly executed by
such Grantor and such bank or financial institution, or enter into other
arrangements in form and substance satisfactory to the Collateral Agent,
pursuant to which such institution shall irrevocably agree, inter  alia,
that (i) it will comply at any time with the instructions originated by
the Collateral Agent to such bank or financial institution directing the
disposition of cash, Commodity Contracts, securities, Investment Property and
other items from time to time credited to such account, without further consent
of such Grantor, which instructions the Collateral Agent will not give to such
bank or other financial institution in the absence of a continuing Event of
Default, (ii) all cash, Commodity Contracts, securities, Investment
Property and other items of such Grantor deposited with such institution shall
be subject to a perfected, first priority security


 





















 


interest in favor of the
Collateral Agent, (iii) any right of set off, banker’s Lien or other
similar Lien, security interest or encumbrance shall be fully waived as against
the Collateral Agent, and (iv) upon receipt of written notice from the
Collateral Agent during the continuance of an Event of Default, such bank or
financial institution shall immediately send to the Collateral Agent by wire
transfer (to such account as the Collateral Agent shall specify, or in such
other manner as the Collateral Agent shall direct) all such cash, the value of
any Commodity Contracts, securities, Investment Property and other items held
by it.  Without the prior written consent
of the Collateral Agent, such Grantor shall not make or maintain any Deposit
Account, Commodity Account or Securities Account except for the accounts set
forth in Schedule IV hereto.  The
provisions of this paragraph 5(i) shall not apply to (i) Deposit
Accounts for which the Collateral Agent is the depositary and (ii) Deposit
Accounts specially and exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of a Grantor’s
salaried employees.


 


(j)            Motor Vehicles.


 


(i)                Upon the Collateral Agent’s
written request, each Grantor shall deliver to the Collateral Agent originals
of the certificates of title or ownership for all motor vehicles owned by it
with the Collateral Agent listed as lienholder, for the benefit of the Buyers.


 


(ii)               Each Grantor hereby appoints the
Collateral Agent as its attorney-in-fact, effective the date hereof and
terminating upon the termination of this Agreement, for the purpose of (A) executing
on behalf of such Grantor title or ownership applications for filing with
appropriate state agencies to enable motor vehicles now owned or hereafter
acquired by such Grantor to be retitled and the Collateral Agent listed as
lienholder thereof, (B) filing such applications with such state agencies,
and (C) executing such other documents and instruments on behalf of, and
taking such other action in the name of, such Grantor as the Collateral Agent
may deem necessary or advisable to accomplish the purposes hereof (including,
without limitation, for the purpose of creating in favor of the Collateral
Agent a perfected Lien on the motor vehicles and exercising the rights and
remedies of the Collateral Agent hereunder). 
This appointment as attorney-in-fact is coupled with an interest and is
irrevocable until all of the Obligations are indefeasibly paid in full in cash
and after all Transaction Documents have been terminated.


 


(iii)              Any certificates of title or
ownership delivered pursuant to the terms hereof shall be accompanied by
odometer statements for each motor vehicle covered thereby.


 


(iv)              So long as no Event of Default shall have occurred and
be continuing, upon the request of such Grantor, the Collateral Agent shall
execute and deliver to such Grantor such instruments as such Grantor shall
reasonably request to remove the notation of the Collateral Agent as lienholder
on any certificate of title for any motor vehicle; provided, however,
that any such instruments shall be delivered, and the release effective, only
upon receipt by the Collateral Agent of a certificate from such Grantor stating
that such motor vehicle is to be sold or has suffered a casualty loss (with
title thereto passing to the casualty insurance company therefor in settlement
of the claim for such loss) and the amount that such Grantor will receive as
sale proceeds or insurance proceeds.  Any
proceeds of such sale or casualty loss shall


 





















 


be paid to the Collateral Agent
hereunder immediately upon receipt, to be applied to the Obligations then
outstanding.


 


(k)           Control.  Each Grantor hereby agrees to take any or all
action that may be necessary or desirable or that the Collateral Agent may
request in order for the Collateral Agent to obtain control in accordance with
Sections 9-105 — 9-107 of the Code with respect to the following
Collateral:  (i) Electronic Chattel
Paper, (ii) Investment Property, and (iii) Letter-of-Credit Rights.


 


(l)            Inspection and Reporting.  Each Grantor shall permit the Collateral
Agent, or any agent or representatives thereof or such professionals or other
Persons as the Collateral Agent may designate, not more than once a year in the
absence of an Event of Default, (i) to examine and make copies of and
abstracts from such Grantor’s records and books of account, (ii) to visit
and inspect its properties, (iii) to verify materials, leases,
Instruments, Accounts, Inventory and other assets of such Grantor from time to
time, (iii) to conduct audits, physical counts, appraisals and/or
valuations, examinations at the locations of such Grantor.  Each Grantor shall also permit the Collateral
Agent, or any agent or representatives thereof or such professionals or other
Persons as the Collateral Agent may designate to discuss such Grantor’s
affairs, finances and accounts with any of its directors, officers, managerial
employees, independent accountants or any of its other representatives.


 


(m)          Future Subsidiaries.  If any Grantor shall hereafter create or
acquire any Subsidiary, simultaneously with the creation of acquisition of such
Subsidiary, such Grantor shall cause such Subsidiary to become a party to this
Agreement as an additional “Grantor” hereunder, and to duly execute and/or
deliver such opinions of counsel and other documents, in form and substance
acceptable to the Collateral Agent, as the Collateral Agent shall reasonably
request with respect thereto.


 


SECTION 6.   Additional Provisions Concerning the Collateral.


 


(a)           Each Grantor hereby (i) authorizes
the Collateral Agent to file one or more Uniform Commercial Code financing or
continuation statements, and amendments thereto, relating to the Collateral and
(ii) ratifies such authorization to the extent that the Collateral Agent
has filed any such financing or continuation statements, or amendments thereto,
prior to the date hereof.  A photocopy or
other reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.


 


(b)           Each Grantor hereby irrevocably
appoints the Collateral Agent as its attorney-in-fact and proxy, with full
authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, from time to time in the Collateral Agent’s discretion,
so long as an Event of Default shall have occurred and is continuing, to take
any action and to execute any instrument which the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement (subject to
the rights of such Grantor under Section 5 hereof), including,
without limitation, (i) to obtain and adjust insurance required to be paid
to the Collateral Agent pursuant to Section 5(e) hereof, (ii) to
ask, demand, collect, sue for, recover, compound, receive and give acquittance
and receipts for moneys due and to become due under or 


 





















 


in respect of any Collateral, (iii) to
receive, endorse, and collect any drafts or other instruments, documents and
chattel paper in connection with clause (i) or (ii) above, (iv) to
file any claims or take any action or institute any proceedings which the
Collateral Agent may deem necessary or desirable for the collection of any
Collateral or otherwise to enforce the rights of the Collateral Agent and the
Buyers with respect to any Collateral, and (v) to execute assignments,
licenses and other documents to enforce the rights of the Collateral Agent and
the Buyers with respect to any Collateral. 
This power is coupled with an interest and is irrevocable until all of
the Obligations are indefeasibly paid in full in cash.


 


(c)           For the purpose of enabling the Collateral Agent to
exercise rights and remedies hereunder, at such time as the Collateral Agent
shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Grantor hereby grants to the Collateral Agent, to the
extent assignable, an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to such Grantor) to use, assign,
license or sublicense any Intellectual Property now owned or hereafter acquired
by such Grantor, wherever the same may be located, including in such license
reasonable access to all media in which any of the licensed items may be recorded
or stored and to all computer programs used for the compilation or printout
thereof.  Notwithstanding anything
contained herein to the contrary, but subject to the provisions of the
Securities Purchase Agreement that limit the right of such Grantor to dispose
of its property and Section 5(h) hereof, so long as no Event
of Default shall have occurred and be continuing, such Grantor may exploit,
use, enjoy, protect, license, sublicense, assign, sell, dispose of or take
other actions with respect to the Intellectual Property in the ordinary course
of its business.  In furtherance of the
foregoing, unless an Event of Default shall have occurred and be continuing,
the Collateral Agent shall from time to time, upon the request of a Grantor,
execute and deliver any instruments, certificates or other documents, in the
form so requested, which such Grantor shall have certified are appropriate (in
such Grantor’s judgment) to allow it to take any action permitted above
(including relinquishment of the license provided pursuant to this clause (c) as
to any Intellectual Property).  Further,
upon the indefeasible payment in full in cash of all of the Obligations, the
Collateral Agent (subject to Section 10(e) hereof) shall
release and reassign to such Grantor all of the Collateral Agent’s right, title
and interest in and to the Intellectual Property, and the Licenses, all without
recourse, representation or warranty whatsoever.  The exercise of rights and remedies hereunder
by the Collateral Agent shall not terminate the rights of the holders of any
licenses or sublicenses theretofore granted by such Grantor in accordance with
the second sentence of this clause (c). 
Each Grantor hereby releases the Collateral Agent from any claims, causes
of action and demands at any time arising out of or with respect to any actions
taken or omitted to be taken by the Collateral Agent under the powers of
attorney granted herein other than actions taken or omitted to be taken through
the Collateral Agent’s gross negligence or willful misconduct, as determined by
a final determination of a court of competent jurisdiction.


(d)           If a Grantor fails to perform any agreement contained
herein, the Collateral Agent may itself perform, or cause performance of, such
agreement or obligation, in the name of such Grantor or the Collateral Agent,
and the expenses of the Collateral Agent incurred in connection therewith shall
be payable by such Grantor pursuant to Section 8 hereof and shall
be secured by the Collateral.


 





















 


(e)           The powers conferred on the Collateral
Agent hereunder are solely to protect its interest in the Collateral and shall
not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral
in its possession and the accounting for moneys actually received by it
hereunder, the Collateral Agent shall have no duty as to any Collateral or as
to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral.


 


(f)            Anything herein to the contrary notwithstanding
(i) each Grantor shall remain liable under the Licenses and otherwise with
respect to any of the Collateral to the extent set forth therein to perform all
of its obligations thereunder to the same extent as if this Agreement had not
been executed, (ii) the exercise by the Collateral Agent of any of its
rights hereunder shall not release such Grantor from any of its obligations
under the Licenses or otherwise in respect of the Collateral, and (iii) the
Collateral Agent shall not have any obligation or liability by reason of this
Agreement under the Licenses or with respect to any of the other Collateral,
nor shall the Collateral Agent be obligated to perform any of the obligations
or duties of such Grantor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.


 


SECTION 7.   Remedies Upon Event of Default.  If any Event
of Default shall have occurred and be continuing:


 


(a)           The Collateral Agent may exercise in
respect of the Collateral, in addition to any other rights and remedies
provided for herein or otherwise available to it, all of the rights and
remedies of a secured party upon default under the Code (whether or not the
Code applies to the affected Collateral), and also may (i) take absolute
control of the Collateral, including, without limitation, transfer into the
Collateral Agent’s name or into the name of its nominee or nominees (to the
extent the Collateral Agent has not theretofore done so) and thereafter
receive, for the benefit of the Collateral Agent, all payments made thereon,
give all consents, waivers and ratifications in respect thereof and otherwise
act with respect thereto as though it were the outright owner thereof, (ii) require
each Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of the Collateral Agent forthwith, assemble all or part of its
respective Collateral as directed by the Collateral Agent and make it available
to the Collateral Agent at a place or places to be designated by the Collateral
Agent that is reasonably convenient to both parties, and the Collateral Agent
may enter into and occupy any premises owned or leased by such Grantor where
the Collateral or any part thereof is located or assembled for a reasonable
period in order to effectuate the Collateral Agent’s rights and remedies
hereunder or under law, without obligation to such Grantor in respect of such
occupation, and (iii) without notice except as specified below and without
any obligation to prepare or process the Collateral for sale, (A) sell the
Collateral or any part thereof in one or more parcels at public or private
sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on
credit or for future delivery, and at such price or prices and upon such other
terms as the Collateral Agent may deem commercially reasonable and/or (B) lease,
license or dispose of the Collateral or any part thereof upon such terms as the
Collateral Agent may deem commercially reasonable.  Each Grantor agrees that, to the extent
notice of sale or any other disposition of its respective Collateral shall be
required by law, at least ten (10) days’ notice to such Grantor of the
time and place of any public sale or the time after which any private sale or
other disposition of its respective Collateral is to be made shall constitute
reasonable notification.  The Collateral
Agent shall not be obligated


 





















 


to make any sale or other
disposition of any Collateral regardless of notice of sale having been
given.  The Collateral Agent may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned. 
Each Grantor hereby waives any claims against the Collateral Agent and
the Buyers arising by reason of the fact that the price at which its respective
Collateral may have been sold at a private sale was less than the price which
might have been obtained at a public sale or was less than the aggregate amount
of the Obligations, even if the Collateral Agent accepts the first offer
received and does not offer such Collateral to more than one offeree, and
waives all rights that such Grantor may have to require that all or any part of
such Collateral be marshalled upon any sale (public or private) thereof.  Each Grantor hereby acknowledges that (i) any
such sale of its respective Collateral by the Collateral Agent shall be made
without warranty, (ii) the Collateral Agent may specifically disclaim any
warranties of title, possession, quiet enjoyment or the like, and (iii) such
actions set forth in clauses (i) and (ii) above shall not
adversely effect the commercial reasonableness of any such sale of
Collateral.  In addition to the
foregoing, (1) upon written notice to any Grantor from the Collateral
Agent, such Grantor shall cease any use of the Intellectual Property or any
trademark, patent or copyright similar thereto for any purpose described in
such notice; (2) the Collateral Agent may, at any time and from time to
time, upon 10 days’ prior notice to such Grantor, license, whether general,
special or otherwise, and whether on an exclusive or non-exclusive basis, any
of the Intellectual Property, throughout the universe for such term or terms,
on such conditions, and in such manner, as the Collateral Agent shall in its
sole discretion determine; and (3) the Collateral Agent may, at any time,
pursuant to the authority granted in Section 6 hereof (such
authority being effective upon the occurrence and during the continuance of an
Event of Default), execute and deliver on behalf of such Grantor, one or more
instruments of assignment of the Intellectual Property (or any application or
registration thereof), in form suitable for filing, recording or registration
in any country.


 


(b)           Any cash held by the Collateral Agent
as Collateral and all Cash Proceeds received by the Collateral Agent in respect
of any sale of or collection from, or other realization upon, all or any part
of the Collateral may, in the discretion of the Collateral Agent, be held by
the Collateral Agent as collateral for, and/or then or at any time thereafter
applied (after payment of any amounts payable to the Collateral Agent pursuant
to Section 8 hereof) in whole or in part by the Collateral Agent
against, all or any part of the Obligations in such order as the Collateral
Agent shall elect, consistent with the provisions of the Securities Purchase
Agreement.  Any surplus of such cash or
Cash Proceeds held by the Collateral Agent and remaining after the indefeasible
payment in full in cash of all of the Obligations shall be paid over to
whomsoever shall be lawfully entitled to receive the same or as a court of
competent jurisdiction shall direct.


 


(c)           In the event that the proceeds of any
such sale, collection or realization are insufficient to pay all amounts to
which the Collateral Agent and the Buyers are legally entitled, such each shall
be liable for the deficiency, together with interest thereon at the highest
rate specified in any of the applicable Transaction Documents for interest on
overdue principal thereof or such other rate as shall be fixed by applicable
law, together with the costs of collection and the reasonable fees, costs,
expenses and other client charges of any attorneys employed by the Collateral
Agent to collect such deficiency.


 
















 


(d)           Each
Grantor hereby acknowledges that if the Collateral Agent complies with any
applicable state, provincial, or federal law requirements in connection with a
disposition of the Collateral, such compliance will not adversely affect the
commercial reasonableness of any sale or other disposition of the Collateral.


 


(e)           The Collateral
Agent shall not be required to marshal any present or future collateral
security (including, but not limited to, this Agreement and the Collateral)
for, or other assurances of payment of, the Obligations or any of them or to
resort to such collateral security or other assurances of payment in any
particular order, and all of the Collateral Agent’s rights hereunder and in
respect of such collateral security and other assurances of payment shall be
cumulative and in addition to all other rights, however existing or
arising.  To the extent that each Grantor
lawfully may, such Grantor hereby agrees that it will not invoke any law
relating to the marshalling of collateral which might cause delay in or impede
the enforcement of the Collateral Agent’s rights under this Agreement or under
any other instrument creating or evidencing any of the Obligations or under
which any of the Obligations is outstanding or by which any of the Obligations
is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, such Grantor hereby irrevocably waives the benefits of all such
laws.


 


SECTION 8.  Indemnity
and Expenses.


 


(a)           Each Grantor agrees, jointly and severally, to defend, protect,
indemnify and hold the Collateral Agent and each of the Buyers, jointly and
severally, harmless from and against any and all claims, damages, losses,
liabilities, obligations, penalties, fees, costs and expenses (including,
without limitation, reasonable legal fees, costs, expenses, and disbursements
of such Person’s counsel) to the extent that they arise out of or otherwise
result from this Agreement (including, without limitation, enforcement of this
Agreement), except claims, losses or liabilities resulting solely and directly
from such Person’s gross negligence or willful misconduct, as determined by a
final judgment of a court of competent jurisdiction.


 


(b)           Each Grantor agrees, jointly and
severally, to upon demand pay to the Collateral Agent the amount of any and all
costs and expenses, including the reasonable fees, costs, expenses and
disbursements of counsel for the
Collateral Agent and of any experts and agents (including, without limitation,
any collateral trustee which may act as agent of the Collateral Agent), which
the Collateral Agent may incur in connection with (i) the preparation,
negotiation, execution, delivery, recordation, administration, amendment,
waiver or other modification or termination of this Agreement, (ii) the
custody, preservation, use or operation of, or the sale of, collection from, or
other realization upon, any Collateral, (iii) the exercise or enforcement
of any of the rights of the Collateral Agent hereunder, or (iv) the
failure by any Grantor to perform or observe any of the provisions hereof.


 


SECTION 9.           Notices, Etc.  All notices and other communications provided
for hereunder shall be in writing and shall be mailed (by certified mail,
postage prepaid and return receipt requested), telecopied or delivered, if to a
Grantor at its address specified
below and if to the Collateral Agent to it, at its address specified below; or
as to any such Person, at such other address as shall be designated by such
Person in a written notice to such other Person complying as to delivery with
the terms of this Section 9. 
All such notices and other communications shall be effective (a) if
sent by certified mail, return receipt requested, when received or three days 


 

















 


after deposited in the mails,
whichever occurs first, (b) if telecopied, when transmitted (during normal
business hours) and confirmation is
received, otherwise, the day after the notice was transmitted if confirmation
is received, or (c) if delivered, upon delivery.


 


SECTION 10.         Miscellaneous.


 


(a)           No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by each Grantor
and the Collateral Agent, and no waiver of any provision of this Agreement, and
no consent to any departure by a Grantor therefrom, shall be effective unless
it is in writing and signed by the Collateral Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


(b)           No failure on the part of the
Collateral Agent to exercise, and no delay in exercising, any right hereunder
or under any of the other Transaction Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right.  The rights and remedies of the Collateral
Agent or any Buyer provided herein and in the other Transaction Documents are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law.  The rights of the
Collateral Agent or any Buyer under any of the other Transaction Documents
against any party thereto are not conditional or contingent on any attempt by
such Person to exercise any of its rights under any of the other Transaction
Documents against such party or against any other Person, including but not
limited to, any Grantor.


 


(c)           To the extent permitted by applicable
law, each Grantor hereby waives promptness, diligence, notice of acceptance and
any other notice with respect to any of the Obligations and this Agreement and
any requirement that the Collateral Agent exhaust any right or take any action
against any other Person or any Collateral. 
Each Grantor acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated herein and that the waiver set
forth in this Section 10(c) is knowingly made in contemplation
of such benefits.  The Grantors hereby
waive any right to revoke this Agreement, and acknowledge that this Agreement
is continuing in nature and applies to all Obligations, whether existing now or
in the future.


 


(d)           No Grantor may exercise any rights
that it may now or hereafter acquire against any other Grantor that arise from
the existence, payment, performance or enforcement of any Grantor’s obligations
under this Agreement, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Collateral Agent against any Grantor
or any Collateral, whether or not such claim, remedy or right arises in equity
or under contract, statute or common law, including, without limitation, the
right to take or receive from any Grantor, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security solely
on account of such claim, remedy or right, unless and until all of the
Obligations and all other amounts payable under the Transaction Documents shall
have indefeasibly been paid in full in cash. 
If any amount shall be paid to a Grantor in violation of the immediately
preceding sentence at any time prior to the later of the payment in full in
cash of the Obligations and all other amounts payable under the Transaction
Documents, such amount shall be held in trust for 


 

















 


the benefit of the Collateral
Agent and shall forthwith be paid to the Collateral Agent to be credited and
applied to the Obligations and all other amounts payable under the Transaction
Documents, whether matured or unmatured, in accordance with the terms of the
Transaction Documents, or to be held as Collateral for any Obligations or other
amounts payable under the Transaction Documents thereafter arising.


 


(e)           Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.


 


(f)            This Agreement shall create a
continuing security interest in the Collateral and shall (i) remain in
full force and effect until the indefeasible payment in full in cash of the
Obligations, and (ii) be binding on each Grantor and all other Persons who
become bound as debtor to this Agreement in accordance with Section 9-203(d) of
the Code and shall inure, together with all rights and remedies of the
Collateral Agent and the Buyers hereunder, to the benefit of the Collateral
Agent and the Buyers and their respective permitted successors, transferees and
assigns.  Without limiting the generality
of clause (ii) of the immediately preceding sentence, without notice to
any Grantor, the Collateral Agent and the Buyers may assign or otherwise
transfer their rights and obligations under this Agreement and any of the other
Transaction Documents, to any other Person and such other Person shall
thereupon become vested with all of the benefits in respect thereof granted to
the Collateral Agent and the Buyers herein or otherwise.  Upon any such assignment or transfer, all
references in this Agreement to the Collateral Agent or any such Buyer shall
mean the assignee of the Collateral Agent or such Buyer.  None of the rights or obligations of any
Grantor hereunder may be assigned or otherwise transferred without the prior
written consent of the Collateral Agent, and any such assignment or transfer
without the consent of the Collateral Agent shall be null and void.


 


(g)           Upon the indefeasible payment in full
in cash of the Obligations, (i) this Agreement and the security interests
created hereby shall terminate and all rights to the Collateral shall revert to
the respective Grantor that granted such security interests hereunder, and (ii) the
Collateral Agent will, upon such Grantor’s request and at such Grantor’s
expense, (A) return to such Grantor such of the Collateral as shall not
have been sold or otherwise disposed of or applied pursuant to the terms
hereof, and (B) execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination, all without any
representation, warranty or recourse whatsoever.


 


(h)           THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT
THE VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR
NON-PERFECTION OF THE SECURITY INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER,
IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 

















 


(i)            ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT RELATED THERETO MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE
COURTS THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR
HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM  NON  CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.


 


(j)            EACH GRANTOR AND (BY ITS ACCEPTANCE
OF THE BENEFITS OF THIS AGREEMENT) THE COLLATERAL AGENT WAIVES ANY RIGHT IT MAY HAVE
TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR
OTHER ACTION OF THE PARTIES HERETO.


 


(k)           Each Grantor irrevocably consents to
the service of process of any of the aforesaid courts in any such action, suit
or proceeding by the mailing of copies thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such Grantor
at its address provided herein, such service to become effective 10 days after
such mailing.


 


(l)            Nothing contained herein shall
affect the right of the Collateral Agent to serve process in any other manner
permitted by law or commence legal proceedings or otherwise proceed against any
Grantor or any property of such Grantor in any other jurisdiction.


 


(m)          Each Grantor irrevocably and
unconditionally waives any right it may have to claim or recover in any legal
action, suit or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.


 


(n)           Section headings herein are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.


 


(o)           This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together constitute one in the same Agreement.


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, each Grantor has caused this Agreement to be
executed and delivered by its officer thereunto duly authorized, as of the date
first above written.


 


 


	
   

  	
  ANSWERS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GURUNET
  ISRAEL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEXICO
  PUBLISHING GROUP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
							



 


 


[Signatures continued.]


 


Signature Page to Pledge and Security Agreement - Buyers


 

















 


ACCEPTED BY:


 


INTERLACHEN
CONVERTIBLE INVESTMENTS LIMITED,

as Collateral Agent


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
   

  
					



 


 


Signature Page
to Pledge and Security Agreement - Buyers


 

















 


SCHEDULE I


 


LEGAL NAMES; ORGANIZATIONAL
IDENTIFICATION NUMBERS; STATES OR

JURISDICTION OF ORGANIZATION


 


 


Sched. I-


 

















 


SCHEDULE II


 


ANSWERS


 


INTELLECTUAL
PROPERTY AND LICENSES


 


 


Sched. II-


 

















 


EXISTING
SUBSIDIARIES


 


INTELLECTUAL
PROPERTY AND LICENSES


 


 


Sched. II-


 

















 


SCHEDULE III


 


LOCATIONS OF ANSWERS


 


	
  LOCATION

  	
  Description of Location (State if Location

  
	
   

  	
  (i) contains Rolling Stock, other
  Equipment, Fixtures, Goods or Inventory, 

  
	
   

  	
  (ii) is chief place of business and chief
  executive office, or 

  
	
   

  	
  (iii) contains Records concerning
  Accounts and originals of Chattel Paper) 

  



 


 


Sched. III-


 

















 


LOCATIONS OF EXISTING
SUBSIDIARIES


 


	
  LOCATION

  	
  Description of Location (State if Location

  
	
   

  	
  (i) contains Rolling Stock, other
  Equipment, Fixtures, Goods or Inventory, 

  
	
   

  	
  (ii) is chief place of business and chief
  executive office, or 

  
	
   

  	
  (iii) contains Records concerning
  Accounts and originals of Chattel Paper) 

  



 


 


Sched. III-


 

















 


SCHEDULE IV


 


PROMISSORY NOTES, SECURITIES, DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS

AND COMMODITIES ACCOUNTS


 


ANSWERS


 


Promissory Notes:


 


 


Securities and Other
Instruments:


 


 


	
  Name and
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  of
  Institution

  	
   

  	
   

  	
   

  	
   

  
	
  Maintaining
  Account

  	
   

  	
  Account Number

  	
   

  	
  Type of Account

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Sched. IV-


 

















 


EXISTING
SUBSIDIARIES


 


Promissory Notes


 


 


Securities and Other Instruments


 


	
  Name and
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  of
  Institution

  	
   

  	
   

  	
   

  	
   

  
	
  Maintaining
  Account

  	
   

  	
  Account Number

  	
   

  	
  Type of Account

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Sched. IV-


 

















 


SCHEDULE V


 


ANSWERS


 


UCC-1
FINANCING STATEMENTS


 


 


Sched. V-


 

















 


EXISTING
SUBSIDIARIES


 


UCC-1
FINANCING STATEMENTS


 


Sched. V-


 

















 


SCHEDULE VI


 


ANSWERS


 


COMMERCIAL
TORT CLAIMS


 


 


Sched. VI-


 

















 


EXISTING
SUBSIDIARIES


 


COMMERCIAL
TORT CLAIMS


 


 


Sched. VI-


 

















 


EXHIBIT A


 


ASSIGNMENT FOR
SECURITY


 


[TRADEMARKS] [PATENTS] [COPYRIGHTS]


 


WHEREAS,                                                             
(the “Assignor”) [has adopted, used and is using, and holds all right,
title and interest in and to, the trademarks and service marks listed on the
annexed Schedule 1A, which trademarks and service marks are
registered or applied for in the United States Patent and Trademark Office (the
“Trademarks”)] [holds all right, title and interest in the letter
patents, design patents and utility patents listed on the annexed Schedule 1A,
which patents are issued or applied for in the United States Patent and
Trademark Office (the “Patents”)] [holds all right, title and interest
in the copyrights listed on the annexed Schedule 1A, which copyrights
are registered in the United States Copyright Office (the “Copyrights”)];


 


WHEREAS, the Assignor has entered into a Security Agreement, dated as
of
                                ,
2007 (as amended, restated or otherwise modified from time to time the “Security
Agreement”), in favor of Interlachen
Convertible Investments Limited, as collateral agent for certain
buyers (the “Assignee”);


 


WHEREAS, pursuant to the Security Agreement, the Assignor has assigned
to the Assignee and granted to the Assignee for the benefit of the Buyers (as
defined in the Security Agreement) a continuing security interest in all right,
title and interest of the Assignor in, to and under the [Trademarks, together
with, among other things, the good-will of the business symbolized by the
Trademarks] [Patents] [Copyrights] and the applications and registrations
thereof, and all proceeds thereof, including, without limitation, any and all
causes of action which may exist by reason of infringement thereof and any and
all damages arising from past, present and future violations thereof (the “Collateral”),
to secure the payment, performance and observance of the “Obligations” (as
defined in the Security Agreement);


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Assignor does hereby pledge,
convey, sell, assign, transfer and set over unto the Assignee and grants to the
Assignee for the benefit of the Buyers a continuing security interest in the
Collateral to secure the prompt payment, performance and for the benefit of the
Buyers observance of the Obligations.


 


The Assignor does hereby further acknowledge and affirm that the rights
and remedies of the Assignee with respect to the Collateral are more fully set
forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.


 


Exh. A-


 

















 


IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly
executed by its officer thereunto duly authorized as of
                          ,
20


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Signature Page to Pledge and Security Agreement - Buyers


 

















 


STATE OF                    


 


ss.:


 


COUNTY OF                    


 


On this          day of
                              ,
20    , before me personally came
                                ,
to me known to be the person who executed the foregoing instrument, and who,
being duly sworn by me, did depose and say that s/he is the
                                
of
                                                                              ,
a
                                        ,
and that s/he executed the foregoing instrument in the firm name of
                                                                              ,
and that s/he had authority to sign the same, and s/he acknowledged to me that
he executed the same as the act and deed of said firm for the uses and purposes
therein mentioned.


 


 


	
   

  	
   

  



 


SCHEDULE 1A TO
ASSIGNMENT FOR SECURITY


 


 


[Trademarks and Trademark Applications]


[Patent and Patent Applications]


[Copyright and Copyright Applications]


	
  Owned by

  	
   

  	
   

  



 


 


Exh. A-