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)