(L)
EACH OF THE EXISTING SUBSIDIARIES IS A WHOLLY-OWNED SUBSIDIARY OF
ANSWERS AND ARE THE ONLY SUBSIDIARIES OF ANSWERS, AS OF THE DATE HEREOF.
SECTION 5.
COVENANTS AS TO THE COLLATERAL.
SO LONG AS ANY OF THE OBLIGATIONS
SHALL REMAIN OUTSTANDING, UNLESS THE COLLATERAL AGENT SHALL OTHERWISE CONSENT IN
WRITING:
(A)
FURTHER ASSURANCES.
EACH GRANTOR WILL AT ITS EXPENSE, AT ANY TIME
AND FROM TIME TO TIME, PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE ALL FURTHER ACTION THAT THE COLLATERAL AGENT MAY REASONABLY
REQUEST IN ORDER TO:
(I) PERFECT AND PROTECT THE SECURITY INTEREST PURPORTED TO
BE CREATED HEREBY; (II) ENABLE THE COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS
RIGHTS AND REMEDIES HEREUNDER IN RESPECT OF THE COLLATERAL; OR (III) OTHERWISE
EFFECT THE PURPOSES OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION:
(A) MARKING CONSPICUOUSLY ALL CHATTEL PAPER AND EACH LICENSE AND, AT THE REQUEST
OF THE COLLATERAL AGENT, EACH OF ITS RECORDS PERTAINING TO THE COLLATERAL WITH A
LEGEND, IN FORM AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT, INDICATING
THAT SUCH CHATTEL PAPER, LICENSE OR COLLATERAL IS SUBJECT TO THE SECURITY
INTEREST CREATED HEREBY, (B)
DELIVERING AND PLEDGING TO THE COLLATERAL AGENT
HEREUNDER EACH PROMISSORY NOTE, SECURITY, CHATTEL PAPER OR OTHER INSTRUMENT, NOW
OR HEREAFTER OWNED BY SUCH GRANTOR, DULY ENDORSED AND ACCOMPANIED BY EXECUTED
INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN FORM AND SUBSTANCE SATISFACTORY TO
THE COLLATERAL AGENT, (C) EXECUTING AND FILING (TO THE EXTENT, IF ANY, THAT SUCH
GRANTOR'S SIGNATURE IS REQUIRED THEREON) OR AUTHENTICATING THE FILING OF, SUCH
FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO, AS MAY BE NECESSARY
OR DESIRABLE OR THAT THE COLLATERAL AGENT MAY REQUEST IN ORDER TO PERFECT AND
PRESERVE THE SECURITY INTEREST PURPORTED TO BE CREATED HEREBY, (D) FURNISHING TO
THE COLLATERAL AGENT FROM TIME TO TIME STATEMENTS AND SCHEDULES FURTHER
IDENTIFYING AND DESCRIBING THE COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION
WITH THE COLLATERAL IN EACH CASE AS THE COLLATERAL AGENT MAY REASONABLY REQUEST,
ALL IN REASONABLE DETAIL, (E) IF ANY COLLATERAL SHALL BE IN THE POSSESSION OF A
THIRD PARTY, NOTIFYING SUCH PERSON OF THE COLLATERAL AGENT'S SECURITY INTEREST
CREATED HEREBY AND OBTAINING A WRITTEN ACKNOWLEDGMENT FROM SUCH PERSON THAT SUCH
PERSON HOLDS POSSESSION OF THE COLLATERAL FOR THE BENEFIT OF THE COLLATERAL
AGENT, WHICH SUCH WRITTEN ACKNOWLEDGEMENT SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE COLLATERAL AGENT, (F) IF AT ANY TIME AFTER THE DATE HEREOF,
SUCH GRANTOR ACQUIRES OR HOLDS ANY COMMERCIAL TORT CLAIM, PROMPTLY NOTIFYING THE
COLLATERAL AGENT IN A WRITING SIGNED BY SUCH GRANTOR SETTING FORTH A BRIEF
DESCRIPTION OF SUCH COMMERCIAL TORT CLAIM AND GRANTING TO THE COLLATERAL AGENT A
SECURITY INTEREST THEREIN AND IN THE PROCEEDS THEREOF, WHICH WRITING SHALL
INCORPORATE THE PROVISIONS HEREOF AND SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE COLLATERAL AGENT, (G) UPON THE ACQUISITION AFTER THE DATE
HEREOF BY SUCH GRANTOR OF ANY MOTOR VEHICLE OR OTHER EQUIPMENT SUBJECT TO A
CERTIFICATE OF TITLE OR OWNERSHIP (OTHER THAN A MOTOR VEHICLE OR EQUIPMENT