Exhibit
10.7


 


[FORM OF
SELLER PLEDGE AND SECURITY]


 


THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT
IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS (AS
DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO,
AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT, DATED AS OF
                       ,
2008, BY AND AMONG INTERLACHEN CONVERTIBLE INVESTMENTS LIMITED, IN ITS CAPACITY
AS COLLATERAL AGENT (PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED
                       , 2008,
FOR THE PURCHASERS WHO ARE FROM TIME TO TIME PARTIES TO THERETO) AND THE
SECURED PARTY (AS DEFINED HEREIN).


 


PLEDGE
AND SECURITY AGREEMENT (this “Agreement”), dated as of
                
    , 2008  (the “Effective Date”), made by Answers Corporation, a Delaware corporation
(“Answers”), and each of its
existing subsidiaries 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 Brian Kariger and Daniel Fierro
(collectively, the “Secured Party”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS,
Answers has entered into that certain Securities Purchase Agreement, dated as
of
                ,
2008 (the “Securities Purchase Agreement”),
by and among Answers, the Purchasers and Interlachen Convertible Investments
Limited, in its capacity as Senior Agent (all as defined therein) pursuant to
which Answers has agreed to sell, and the Purchasers have agreed to purchase,
the Notes to be issued pursuant thereto.


 


WHEREAS, the
Notes are to be senior obligations and will be secured by a first priority
perfected security interest, in all of the assets of Answers, as evidenced by a
pledge and security agreement (as amended or modified from time to time in
accordance with its terms, the “Senior Pledge and Security Agreement”).


 


WHEREAS,
Answers and the Secured Party have entered into the Amended and Restated Purchase
Agreement, dated as of the date hereof (as amended or modified from time to
time in accordance with its terms, the “Purchase
Agreement”), pursuant to which 
Answers may elect to hold back the Escrow Amount (as defined therein) in
consideration for its promise to pay to the Secured Party the aggregate
principal amount of $10,000,000 less any amount due by the Secured Party to Answers under
Sections 1.2 and 9 thereof (such amount, if any, together with interest
accruing thereon, the “Seller Holdback”)
and the grant of the security interest as set forth herein;


 


WHEREAS, each
of the Existing Subsidiaries is a wholly-owned Subsidiary of Answers and will
derive substantial benefits from the execution and consummation of the Purchase
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
are in the best interest of Answers; and


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in
order to induce the Secured Party to perform under the Purchase Agreement, each
Grantor agrees with the Secured Party as follows:


 


SECTION 1.  Definitions.


 


(a)           All terms used in
this Agreement and the recitals hereto which are defined 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
Secured Party may otherwise determine.


 


(b)           The following terms
shall have the respective meanings provided for in the 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) the failure by Answers to pay any amounts when due in respect of
the Seller Holdback, 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 Senior Agent (as defined
in the Subordination Agreement) and its respective successors and assigns, 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.


 


“Transaction Documents” means the Purchase Agreement and this
Agreement and any other document, instrument, mortgage or agreement now
existing or in the future entered into evidencing, documenting, securing, or
otherwise relating to the Obligations or the Collateral.


 


SECTION 2.  Grant of Security
Interest.  As collateral security for all of the
“Obligations” (as defined in Section 3 hereof), as of the Effective
Date, each Grantor pledges and assigns to the Secured Party, and grants to the
Secured Party 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 Secured Party or Buyer or any affiliate, representative,
agent or correspondent of the Secured Party 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 as of the
Effective Date in the Collateral constitutes continuing collateral security for
the payment by Answers, as and when due and payable, of all amounts from time
to time owing (if any) by it in respect of the Seller Holdback (collectively,
the “Obligations”).


 


SECTION 4.  Representations and
Warranties.  Each Grantor represents and
warrants as of the Effective Date 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 Secured Party 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 Secured Party 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 Secured Party 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 Secured Party 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 Secured Party
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
Secured Party 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 Secured Party 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 Secured Party a legal, valid and enforceable security
interest in the Collateral, as security for the Obligations.  The Secured Party’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 Secured
Party’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.  From the Effective Date and so
long as any of the Obligations shall remain outstanding, unless the Secured
Party 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 Secured
Party may reasonably request in order to: 
(i) perfect and protect the security interest purported to be
created hereby; (ii) enable the Secured Party 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
Secured Party, each of its Records pertaining to the Collateral with a legend,
in form and substance satisfactory to the Secured Party, indicating that such
Chattel Paper, License or Collateral is subject to the security interest
created hereby, (B)  delivering and pledging to the Secured Party
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 Secured Party, (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 Secured Party may request in order to
perfect and preserve the security interest purported to be created hereby,
(D) furnishing to the Secured Party 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 Secured Party 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 Secured
Party’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 Secured Party,
which such written acknowledgement shall be in form and substance satisfactory
to the Secured Party, (F) if at any time after the date hereof, such
Grantor acquires or holds any Commercial Tort Claim, promptly notifying the
Secured Party in a writing signed by such Grantor setting forth a brief
description of such Commercial Tort Claim and granting to the Secured Party 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 Secured Party, (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 Secured Party to
be listed as the lienholder on such certificate of title or ownership and
delivering evidence of the same to the Secured Party; 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 Secured Party 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 Secured Party may
request to such end.  Such Grantor will
promptly furnish to the Secured Party 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 Secured Party.  Each
such policy for liability insurance shall provide for all losses to be paid on
behalf of the Secured Party 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 Secured Party.  Each such policy shall in addition
(A) name the Secured Party as an additional insured party thereunder
(without any representation or warranty by or obligation upon the Secured
Party) as their interests may appear, (B) contain an agreement by the
insurer that any loss thereunder shall be payable to the Secured Party 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 Secured Party 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
Secured Party by the insurer.  Such
Grantor will, if so requested by the Secured Party, deliver to the Secured
Party original or duplicate policies of such insurance and, as often as the
Secured Party may reasonably request, a report of a reputable insurance broker
with respect to such insurance.  Such
Grantor will also, at the request of the Secured Party, 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 Secured Party (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 Secured Party 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 Secured Party and applied as
specified in Section 7(b) hereof.


 


(f)            Provisions
Concerning the Accounts and the Licenses.


 


(i)            Each Grantor will (A) give the Secured
Party 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 Secured Party 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 Secured Party 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 Secured Party’s direction, will) take such action as
such Grantor or the Secured Party may deem necessary or advisable to enforce
collection or performance of the Accounts; provided, however,
that the Secured Party 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 Secured Party 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 Secured Party 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 Secured Party that the Secured Party 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 Secured Party
hereunder, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Secured Party 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
Secured Party 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 Secured Party by wire transfer (to such account as the
Secured Party shall specify, or in such other manner as the Secured Party 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 Secured Party
shall (in the sole and absolute discretion of the Secured Party) 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 Secured
Party 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 Secured Party 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 Secured Party, 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
Secured Party’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 Secured Party 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 Secured Party 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 Secured Party may reasonably request, all in
reasonable detail and promptly upon request of the Secured Party, following
receipt by the Secured Party 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 Secured Party, 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 Secured Party, 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 Secured Party 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 Secured Party prior written notice thereof.  Upon request of the Secured Party, each
Grantor shall execute, authenticate and deliver any and all assignments,
agreements, instruments, documents and papers as the Secured Party may
reasonably request to evidence the Secured Party’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
Secured Party 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.


 


(iii)          Upon the Secured
Party’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 Secured
Party a domain name control agreement, in form and substance reasonably satisfactory
to the Secured 


 

















 


Party, duly executed by such Grantor and such domain registrar, or
enter into other arrangements in form and substance satisfactory to the Secured
Party, 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 Secured Party to such domain registrar directing substitution
of the Secured Party or its designee as the registered owner of such Internet
domain names, without further consent of such Grantor, which instructions the
Secured Party will not give to such domain registrar in the absence of a
continuing Event of Default.


 


(i)            Deposit,
Commodities and Securities Accounts. 
Upon the Secured Party’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 Secured Party a control agreement, in form
and substance reasonably satisfactory to the Secured Party, duly executed by
such Grantor and such bank or financial institution, or enter into other
arrangements in form and substance satisfactory to the Secured Party, pursuant
to which such institution shall irrevocably agree, inter  alia,
that (i) it will comply at any time with the instructions originated by
the Secured Party 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 Secured Party 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
Secured Party, (iii) any right of set off, banker’s Lien or other similar
Lien, security interest or encumbrance shall be fully waived as against the
Secured Party, and (iv) upon receipt of written notice from the Secured
Party during the continuance of an Event of Default, such bank or financial
institution shall immediately send to the Secured Party by wire transfer (to
such account as the Secured Party shall specify, or in such other manner as the
Secured Party 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
Secured Party, 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
Secured Party 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 Secured
Party’s written request, each Grantor shall deliver to the Secured Party
originals of the certificates of title or ownership for all motor vehicles
owned by it with the Secured Party listed as lienholder.


 


(ii)           Each Grantor hereby
appoints the Secured Party 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 Secured Party
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 Secured Party may deem necessary or advisable to accomplish the purposes
hereof (including, without limitation, for the purpose of creating in favor of
the Secured Party a perfected Lien on the motor vehicles and exercising the
rights and remedies of the Secured Party 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.


 


(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 Secured Party shall execute and deliver to such Grantor such
instruments as such Grantor shall reasonably request to remove the notation of
the Secured Party 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 Secured Party 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 Secured Party 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 Secured Party may request
in order for the Secured Party 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 Secured Party, or any agent or representatives thereof or such
professionals or other Persons as the Secured Party 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 Secured
Party, or any agent or representatives thereof or such professionals or other
Persons as the Secured Party 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 Secured Party, as the Secured Party shall
reasonably request with respect thereto.


 

















 


SECTION 6.  Additional Provisions
Concerning the Collateral. As of the Effective Date:


 


(a)           Each Grantor hereby
(i) authorizes the Secured Party 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
Secured Party 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 Secured Party 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 Secured Party’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 Secured Party 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
Secured Party 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 Secured Party may deem necessary or desirable for the
collection of any Collateral or otherwise to enforce the rights of the Secured
Party with respect to any Collateral, and (v) to execute assignments,
licenses and other documents to enforce the rights of the Secured Party 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 Secured Party to exercise rights and remedies hereunder, at such
time as the Secured Party shall be lawfully entitled to exercise such rights
and remedies, and for no other purpose, each Grantor hereby grants to the
Secured Party, 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 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 Secured Party 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 Secured Party (subject to Section 10(e) hereof) shall
release and reassign to such Grantor all of the Secured Party’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 Secured Party 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 Secured Party 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 Secured Party under the powers of attorney
granted herein other than actions taken or omitted to be taken through the
Secured Party’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 Secured Party may itself
perform, or cause performance of, such agreement or obligation, in the name of
such Grantor or the Secured Party, and the expenses of the Secured Party
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 Secured Party 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 Secured Party 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 Secured Party 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 Secured Party 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 Secured Party 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 Secured Party
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
Secured Party’s name or into the name of its nominee or nominees (to the extent
the Secured Party has not theretofore done so) and thereafter receive, for the
benefit of the Secured Party, 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 Secured Party forthwith, assemble all or part of its
respective Collateral as directed by the Secured Party and make it available to
the Secured Party at a place or places to be designated by the Secured Party
that is reasonably convenient to both parties, and the Secured Party 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 Secured Party’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 Secured Party’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 Secured Party may deem commercially reasonable and/or (B) lease,
license or dispose of the Collateral or any part thereof upon such terms as the
Secured Party 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 Secured Party shall not be obligated to
make any sale or other disposition of any Collateral regardless of notice of
sale having been given.  The Secured
Party 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 Secured Party 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 Secured Party 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
Secured Party shall be made without warranty, (ii) the Secured Party 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 Secured
Party, 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 Secured Party 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 Secured Party shall in its sole
discretion determine; and (3) the Secured Party 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
Secured Party as Collateral and all Cash Proceeds received by the Secured Party
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 Secured Party, be held
by the 


 

















 


Secured Party
as collateral for, and/or then or at any time thereafter applied (after payment
of any amounts payable to the Secured Party pursuant to Section 8
hereof) in whole or in part by the Secured Party against, all or any part of
the Obligations in such order as the Secured Party shall elect, consistent with
the provisions of the Purchase Agreement. 
Any surplus of such cash or Cash Proceeds held by the Secured Party 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 Secured Party is legally entitled, such each shall
be liable for the deficiency, together with the costs of collection and the
reasonable fees, costs, expenses and other client charges of any attorneys
employed by the Secured Party to collect such deficiency.


 


(d)           Each
Grantor hereby acknowledges that if the Secured Party 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
Secured Party 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 Secured Party’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 Secured Party’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. As of the Effective
Date:


 


(a)           Each Grantor agrees,
jointly and severally, to defend, protect, indemnify and hold the Secured Party
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 Secured Party the amount of
any and all costs and expenses, including the reasonable fees, costs, expenses
and disbursements of counsel for the Secured Party and of any experts and
agents (including, without limitation, any collateral trustee which may act as
agent of the Secured 


 

















 


Party), which
the Secured Party 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 Secured Party 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 Secured Party 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 Secured Party, 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 Secured Party, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. Any amendment or waiver effected in
accordance with this Section shall be binding upon all parties of this
Agreement and their respective successors and assignees.


 


(b)           No failure on the
part of the Secured Party to exercise, and no delay in exercising, any right
hereunder 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 Secured Party or any Buyer provided herein are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law.


 


(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 Secured Party
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
Secured Party 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 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, such
amount shall be held in trust for the benefit of the Secured Party and shall
forthwith be paid to the Secured Party to be credited and applied to the
Obligations, whether matured or unmatured, in accordance with the terms hereof,
or to be held as Collateral for any Obligations 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 Secured
Party hereunder, to the benefit of the Secured Party and its respective
permitted successors, transferees and assigns. 
Without limiting the generality of clause (ii) of the immediately
preceding sentence, without notice to any Grantor, the Secured Party may assign
or otherwise transfer its rights and obligations under this Agreement, to any
other Person and such other Person shall thereupon become vested with all of
the benefits in respect thereof granted to the Secured Party herein or
otherwise.  Upon any such assignment or
transfer, all references in this Agreement to the Secured Party shall mean the
assignee of the Secured Party.  None of
the rights or obligations of any Grantor hereunder may be assigned or otherwise
transferred without the prior written consent of the Secured Party, and any
such assignment or transfer without the consent of the Secured Party 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
Secured Party 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 SECURED PARTY 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 Secured Party 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.


 


SECTION 11.  Senior
Documents.


 


(a)           Any amendment to the Senior Documents
(as defined in the Subordination Agreement) having a material adverse effect on
the Secured Party’s rights under the Junior Documents (as defined in the
Subordination Agreement), shall be subject to the prior consent of the Secured
Party, which shall not be unreasonably withheld or delayed.


 


[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.]


 

















 


ACCEPTED BY:


 


	
   

  	
  As Secured Parties:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRIAN KARIGER, AS TRUSTEE OF THE BRIAN
  PATRICK KARIGER CHARITABLE REMAINDER UNITRUST TRUST DATED APRIL 9, 2007

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRIAN
  KARIGER AS TRUSTEE OF THE BRIAN PATRICK KARIGER REVOCABLE TRUST DATED
  FEBRUARY 9, 2007

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DANIEL
  FIERRO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRIAN
  KARIGER, AS SELLERS REPRESENTATIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE I


 


LEGAL NAMES; ORGANIZATIONAL
IDENTIFICATION NUMBERS; STATES OR JURISDICTION OF ORGANIZATION


 


Schead. I-


 

















 


SCHEDULE II


 


ANSWERS


 


INTELLECTUAL PROPERTY AND LICENSES


 


Schead. II-


 

















 


EXISTING
SUBSIDIARIES


 


INTELLECTUAL
PROPERTY AND LICENSES


 


Schead. 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)

  
	
   

  	
   

  	
   

  



 


Schead. 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)

  
	
   

  	
   

  	
   

  



 


Schead. 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


Schead. IV-


 

















 


EXISTING SUBSIDIARIES


 


Promissory
Notes


 


Securities and
Other Instruments


 


	
  Name and
  Address

  	
   

  	
   

  	
   

  	
   

  
	
  of
  Institution

  	
   

  	
   

  	
   

  	
   

  
	
  Maintaining Account

  	
   

  	
  Account Number

  	
   

  	
  Type of Account

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Schead. IV-


 

















 


SCHEDULE V


 


ANSWERS


 


 


UCC-1
FINANCING STATEMENTS


 


Schead. V-


 

















 


EXISTING
SUBSIDIARIES


 


UCC-1
FINANCING STATEMENTS


 


Schead. V-


 

















 


SCHEDULE VI


 


ANSWERS


 


COMMERCIAL
TORT CLAIMS


 


Schead. VI-


 

















 


EXISTING
SUBSIDIARIES


 


COMMERCIAL
TORT CLAIMS


 


Schead. 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 [                                                  ],
as Secured Party (the “Assignee”);


 


WHEREAS, pursuant to the Security Agreement,
the Assignor has assigned to the Assignee and granted to the Assignee 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 a continuing security interest in
the Collateral to secure the prompt payment, performance and 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:

  



 

















 


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