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