pg 1 of 57 james h.m. sprayregen, p.c. jonathan s. henes

James H.M. Sprayregen, P.C.

Jonathan S. Henes, P.C.

Christopher T. Greco

Anthony R. Grossi

John T. Weber

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

- and -

Melissa N. Koss



555 California Street

San Francisco, California 94104

Telephone: (415) 439-1400

Facsimile: (415) 439-1500

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)

In re: ) Chapter 11

)

ANSWERS HOLDINGS, INC., et al.,1 ) Case No. 17-10496 (SMB)

)

Debtors. ) (Joint Administration Requested)

)

1 The Debtors in the chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, include: Answers Holdings, Inc. (4504); Answers Corporation (2855); Easy2 Technologies, Inc.

(2839); ForeSee Results, Inc. (3125); ForeSee Session Replay, Inc. (2593); More Corn, LLC (6193); Multiply

Media, LLC (8974); Redcan, LLC (7344); RSR Acquisition, LLC (2256); Upbolt, LLC (2839); and Webcollage

Inc. (7771). The location of Debtor Webcollage Inc.’s principal place of business and the Debtors’ service

address in these chapter 11 cases is: 11 Times Square, 11th Floor, New York, New York 10018.

17-10496-smb Doc 9 Filed 03/03/17 Entered 03/03/17 15:33:59 Main Document Pg 1 of 57

2

DEBTORS’ MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS

(I) AUTHORIZING THE DEBTORS TO (A) CONTINUE USING THE CASH

MANAGEMENT SYSTEM AND (B) MAINTAIN EXISTING BANK ACCOUNTS AND

BUSINESS FORMS; (II) AUTHORIZING CONTINUED INTERCOMPANY

TRANSACTIONS; AND (III) GRANTING SUPERPRIORITY ADMINISTRATIVE

EXPENSE STATUS TO INTERCOMPANY CLAIMS

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)

respectfully state the following in support of this motion (this “Motion”):

Relief Requested

1. By this Motion, the Debtors seek the entry of interim and final orders,

substantially in the forms attached hereto as Exhibit A and Exhibit B, (respectively, the

“Interim Order” and the “Final Order”):2

(a) authorizing, but not directing, continued use of the Cash Management System as

well as honoring any prepetition obligations related to the use thereof;3

(b) authorizing, but not directing, continued use of the: (i) Bank Accounts (as well as

authorizing the Debtors to open and close new bank accounts as appropriate); (ii)

Business Forms; and (iii) Books and Records;

(c) authorizing and directing the Banks to continue to maintain, service, and

administer the Bank Accounts and to debit the Bank Accounts in the ordinary

course of business; and

(d) authorizing, but not directing, continued intercompany funding through the Cash

Management System, approving the Intercompany Transactions, and granting

superpriority administrative expense status to all Intercompany Transactions

among the Debtors.

Jurisdiction and Venue

2. The United States Bankruptcy Court for the Southern District of New York

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

2 Capitalized terms used, but otherwise not defined in this section “Relief Requested,” shall have the meaning

ascribed to such terms elsewhere in this Motion.

3 The Debtors will not honor prepetition checks outstanding as of the Petition Date except to the extent the

payments relating to such checks are authorized and approved by the Bankruptcy Court.


3

Amended Standing Order of Reference from the United States District Court for the Southern

District of New York, dated December 1, 2016. The Debtors confirm their consent, pursuant to

Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry

of a final order by the Court in connection with this Motion to the extent that it is later

determined that the Court, absent consent of the parties, cannot enter final orders or judgments in

connection herewith consistent with Article III of the United States Constitution.

3. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The statutory bases for the relief requested herein are sections 105, 345, 363, 364,

503, and 553 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 6003 and

6004 of the Bankruptcy Rules, and Rule 9013-1(a) of the Local Bankruptcy Rules for the

Southern District of New York (the “Local Bankruptcy Rules”).

Background4

5. The Debtors are leading global providers of high quality internet content and

cloud-based customer solutions, operating in three divisions: (a) “Multiply;” (b) “ForeSee;” and

(c) “Webcollage” (collectively, the “Company”). The Company also has shared services

departments, which perform certain finance, legal, human resource, and administrative support

functions for all of the Company’s operating units. Multiply is an online content publisher that

leverages relationships with Facebook, Inc., Yahoo! Inc., celebrities, and other partners to

acquire traffic to owned and partner websites and generate advertising revenue from Google, Inc.

and other partners. ForeSee measures end customer/user satisfaction for its customers, which

allows it to deliver insights on where its customers should prioritize improvements in their own

4 A description of the Debtors’ businesses, the reasons for commencing these chapter 11 cases, the relief sought

from the Court to allow for a smooth transition into chapter 11, and the facts and circumstances supporting this

Motion are set forth in the Declaration of Justin P. Schmaltz, Chief Restructuring Officer, in Support of

Chapter 11 Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously herewith.


4

customers’ experiences. Webcollage is the leading cloud-based platform for managing and

publishing rich product information for syndication to retail partners’ e-commerce websites.

6. Prior to date hereof (the “Petition Date”), the Debtors commenced the solicitation

of votes by the Debtors’ prepetition first lien lenders and the Debtors’ prepetition second lien

lenders, the only voting classes of creditors with respect to the Joint Prepackaged Chapter 11

Plan of Reorganization for Answers Holdings, Inc. and Its Debtor Affiliates (as amended,

supplemented, or otherwise modified from time to time, the “Plan”), filed contemporaneously

herewith. As of March 2, 2017, holders of approximately 98% in amount of first lien claims

against the Debtors and holders of approximately 98% in amount of second lien claims against

the Debtors voted to accept the Plan. The Plan, which has the support of the overwhelming

majority of the holders of the Debtors’ funded indebtedness, contemplates the Company’s

restructuring through a debt-to-equity conversion of a substantial majority of the Debtors’ funded

debt obligations. Implementation of the restructuring transactions contemplated by the Plan will

enable the Debtors to de-lever their balance sheet by more than $471.4 million5—over 86% of

their funded debt obligations—and position their businesses for stability and success after

emergence from bankruptcy. Notably, all allowed general unsecured claims will remain

unimpaired under the Plan.

7. On the Petition Date, each of the Debtors filed a petition for reorganization under

chapter 11 of the Bankruptcy Code with the Court. The Debtors continue to operate their

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and

1108 of the Bankruptcy Code. Concurrently with the filing of this Motion, the Debtors requested

procedural consolidation and joint administration of these chapter 11 cases pursuant to

5 Inclusive of $7.4 million of secured swap settlement amounts that are discussed more fully in the First Day

Declaration.


5

Bankruptcy Rule 1015(b). No party has requested the appointment of a trustee or examiner in

these chapter 11 cases, and no committees have been appointed under section 1102 of the

Bankruptcy Code.

I. The Cash Management System

8. To facilitate the efficient operation of their businesses, the Debtors and their

non-debtor foreign affiliates use an integrated, centralized cash management system (the “Cash

Management System”) to collect, transfer, and disburse funds generated by their operations.

The Cash Management System facilitates cash monitoring, forecasting, and reporting and

enables the Debtors and their non-debtor foreign affiliates to maintain control over the

administration of approximately 32 bank accounts (together with any other bank accounts the

Debtors may open in the ordinary course of their businesses, the “Bank Accounts”) that are

maintained with banks (collectively, the “Banks”) including those Banks listed on Exhibit 1

annexed to each of Exhibit A and Exhibit B attached hereto and reflected on the diagram of the

Cash Management System attached hereto as Exhibit C.

9. The Cash Management System is similar to those commonly employed by

businesses comparable to those of the Debtors and uses integrated systems to help control funds,

ensure cash availability for each entity, and reduce administrative expenses by facilitating the

movement of funds among multiple entities. Any disruption of the Cash Management System

would be extremely detrimental to the Debtors’ operations, as their businesses require prompt

access to cash and accurate cash tracking. The Debtors’ accounting department maintains daily

oversight over the Cash Management System and implements cash management controls for

entering, processing, and releasing funds.


6

II. Description of the Bank Accounts and Flow of Funds

10. The Cash Management System is tailored specifically to meet the Debtors’

operating needs—enabling the Debtors to effectively and centrally control and monitor corporate

funds, ensure cash availability and liquidity, comply with the requirements of their financing

agreements, reduce administrative expenses by facilitating the movement of funds, and enhance

the development of accurate account balances. These controls are critical given the significant

volume of cash transactions managed through the Cash Management System each day.

A. Description of the Bank Accounts

11. The Debtors’ 29 Bank Accounts are held in the name of the following Debtors:

(a) fifteen Bank Accounts at Answers Corporation (“Answers”); (b) two Bank Accounts at

Redcan, LLC (“Redcan”); (c) four Bank Accounts at ForeSee Results, Inc. (“ForeSee”); (d) two

Bank Accounts at Easy2 Technologies, Inc. (“Easy 2”); (e) two Bank Accounts at RSR

Acquisition, LLC (“RSR”); (f) three Bank Accounts at Webcollage Inc. (“Webcollage”); (g) and

one Bank Account at Upbolt, LLC (“Upbolt”). The Debtors’ primary bank is Silicon Valley

Bank (“SVB”), with which the Debtors maintain 25 Bank Accounts. Additionally, the Debtors

maintain four Bank Accounts at Enterprise Bank & Trust (“Enterprise”). There are three Bank

Accounts within the Cash Management System that are held in the name of the following

non-debtor foreign affiliates: (x) one Bank Account at ForeSee Results, Ltd. (UK) (“ForeSee

UK”); (y) one Bank Account at Beanspublishing, Ltd. (“Beanspublishing”); and (z) one Bank

Account at Webcollage Israel Ltd. (“Webcollage Israel,” and collectively with ForeSee UK,

Beanspublishing and Webcollage Europe, LTD (UK), the “Non-Debtor Affiliates”).

12. The bulk of the Debtors’ cash on-hand is comprised of proceeds from the

Debtors’ ongoing business operations and the proceeds of the Debtors’ prepetition revolving

credit facility. As of the Petition Date, the Debtors have approximately $9.2 million in the Bank


7

Accounts with approximately $934,000 in the Bank Accounts of the Non-Debtor Affiliates.

Each of the Bank Accounts serves dedicated functions as described in the following table:

Accounts Description of Accounts

Main Concentration Account

SVB Account ending 3839

Answers maintains a master—or “concentration”—account at SVB (the

“Main Concentration Account”), which is the Debtors’ main operating

account to which funds are swept daily from: (a) the Debtors’ various zero

balance Operating Accounts maintained at SVB; and (b) the Debtors’

SVB Lockbox Account (all as defined herein). Funds are also transferred

to the Main Concentration Account on an as-needed basis from the

Debtors’ Enterprise Accounts and certain Operating Accounts (each as

defined herein), as discussed further below.

Funds from the Main Concentration Account, in turn, are transferred to:

the Debtors’ Disbursement/Payroll Accounts and Purchase Card

Disbursement Accounts (each as defined herein), as necessary, to fund

disbursements from such accounts to cover operational and business costs,

including, among other things, tax and payroll obligations.

On the Petition Date, the Main Concentration Account had a balance of

$7,855,617.

[Remainder of page intentionally left blank.]


8

Operating Accounts

Overview:






The Debtors maintain seven (7) deposit accounts and Non-Debtor

Affiliate, ForeSee UK, maintains one deposit account (collectively, the

“Operating Accounts”) at SVB, which are funded by accounts receivable,

cash receipts, and other miscellaneous sources. Each of the Operating

Accounts is a zero balance account, which is swept daily to the Main

Concentration Account. On the Petition Date, the Operating Accounts had

a zero balance, unless otherwise stated herein.

Operating Account ending 3843 is a customer receipts account tied to

cash receipts from Answers’ operations, including accounts receivables.

In certain instances, this account is also utilized as a disbursements

account for Answers-specific accounts payable, and, in connection

therewith is linked to a PayPal account (Acct. No. ending in 5M56)6 to

facilitate disbursements related to the Multiply business’s traffic

acquisition purchases.


cash receipts from Redcan’s operations, including accounts receivables.

In certain instances, this account is also utilized as a disbursements

account for Redcan-specific accounts payable, and, in connection

therewith is linked to a PayPal account (Acct. No. ending in WB5Y) to

facilitate disbursements related to the Redcan business’s traffic acquisition

purchases.


direct debits from customers and cash receipts from Easy2’s operations,

including accounts receivables.


direct debits from customers and cash receipts from RSR’s operations,

including accounts receivables.


cash receipts from Webcollage’s operations, including accounts

receivables. This account is also utilized for cash receipts from customers

that are serviced by the operations of Webcollage Israel, but payments are

remitted to this Operating Account per contractual arrangements with

such customers.

6 All accounts described herein with PayPal do not maintain any balance and are only funded on an as-needed

basis from the relevant Bank Accounts to facilitate disbursements related to certain businesses’ traffic

acquisition purchases.


9

Operating Accounts

(continued)




cash receipts from ForeSee’s operations, including accounts receivables.

This account is also utilized to (i) fund the direct debit payroll obligations

of ForeSee and certain of its subsidiaries, including payroll for employees

of foreign subsidiaries, and (ii) distribute funds on an as-needed basis to

ForeSee UK’s Operating Account to support European operations.

Periodically, funds from ForeSee UK’s Operating Account ending 9779

are transferred to this Operating Account. In connection with the Debtors’

Purchaser Card Program (defined below), this account is debited

accordingly.

ForeSee UK’s Operating Account ending 9779 is a cash receipts account

tied to ForeSee UK’s operations in Europe. ForeSee UK’s operations

service customers that remit payment directly to this ForeSee UK

Operating Account per certain contractual arrangements with such

customers. On a periodic basis, the funds in this UK Operating Account

are transferred to ForeSee’s Operating Account ending 6712 and ForeSee

UK’s Operating Account ending 9814. This Operating Account is not a

zero balance account and on the Petition Date, this account had a balance

of approximately $157,426.



10

Disbursement/Payroll Accounts

Overview:









The Debtors maintain eight (8) accounts at SVB for disbursements,

including payroll disbursements (the “Disbursement/Payroll Accounts”),

which are funded with cash automatically transferred from the Main

Concentration Account sufficient to cover the Debtors’ various accounts

payable, and payroll disbursements immediately prior to their initiation

each pay period. Each of the Disbursement/Payroll Accounts is a zero

balance account. On the Petition Date, the Disbursement/Payroll

Accounts had a zero balance, unless otherwise stated herein.

Disbursement/Payroll Account ending 3858 is Answers’ general accounts

payable account that services the operating expenses of the Answers’

business operations. This account is also utilized to fund the direct debit

payroll obligations of Answers and certain of its subsidiaries and is

debited in connection with the Debtors’ Purchaser Card Program.

Disbursement/Payroll Account ending 3881 is Easy 2’s general accounts

payable account that services the specific operating expenses of Easy 2’s

business operations.

Disbursement/Payroll Account ending 9104 is Redcan’s general accounts

payable account that services the operating expenses of Redcan’s business

operations.

Disbursement/Payroll Account ending 3904 is RSR’s general accounts

payable account that services the operating expenses of RSR’s business

operations. This account is also utilized to fund direct debit payroll

obligations of RSR.

Disbursement/Payroll Account ending 3923 is Webcollage’s general

accounts payable account that services the operating expenses of

Webcollage’s business operations, including operations of Webcollage’s

foreign subsidiaries. This account is also utilized to fund the direct debit

payroll obligations of Webcollage, Webcollage’s foreign subsidiaries, and

Easy 2.

Disbursement/Payroll Account ending 7173 is a controlled disbursement

account utilized specifically for payment of ForeSee accounts payable.

Disbursement/Payroll Account ending 6488 is funded by the Main

Concentration Account and is a disbursement account utilized to fund the

Debtors’ flex spending program, which was effective as of January 1,

2017. As of the Petition Date, the flex spending account had an aggregate

balance of $71,586.

Disbursement/Payroll Account ending 6492 is funded by the Main

Concentration Account and is a disbursement account utilized to fund the

Debtors’ self-insured health insurance, which was effective as of March 1,

2017.


11

Purchaser Card Disbursement

Accounts

Overview:






Answers maintains five (5) debit card accounts (the “Purchase Card

Disbursement Accounts”),7 which are funded with cash manually on an

as-needed basis from the Main Concentration Account sufficient to satisfy

the Debtors’ obligations under their Purchase Card Program (defined

below). On the Petition Date, the Purchase Card Disbursement Accounts

had an aggregate balance of approximately $0.00.

Purchase Card Disbursement Account ending 6534 is funded by the Main

Concentration Account and then debited to satisfy obligations related to

the Debtors’ Purchase Card Program for the Multiply business’s promoted

content purchases.

This Purchase Card Disbursement Account ending 6473 is funded by the

Main Concentration Account and then debited to satisfy obligations

related to the Debtors’ Purchase Card Program for the Multiply business’s

promoted content purchases.

This Purchase Card Disbursement Account ending 6911 is a contingency

account to be utilized in the event certain of the Debtors’ credit lines are

curtailed and is funded by the Main Concentration Account. This account

is debited to satisfy obligations related to the Debtors’ Purchase Card

Program in connection with employee travel and entertainment expenses.










7 The Purchase Card Disbursement Accounts also include Answers’ Disbursements/Payroll Account (SVB

Account ending 3858) and ForeSee’s Operating Account (SVB Account ending 6712).


12

Lockbox Accounts



Enterprise Account ending 2177

ForeSee maintains one lockbox account at SVB ending 6143 (the “SVB

ForeSee Lockbox Account”), which serves as a check depository for

ForeSee customer receipts. The SVB Lockbox Account is tied to the

Debtors’ Main Concentration Account, with funds in the SVB Lockbox

Account being swept to the Main Concentration Account on a daily basis.

Webcollage maintains one lockbox account at SVB ending 7789 (together

with the SVB Foresee Lockbox Account, the “SVB Lockbox Accounts”),

which serves as a check and cash receipt depository. This lockbox

account is tied to the Debtors’ Main Concentration Account, with funds in

the account being swept to the Main Concentration Account on a daily

basis.

Answers maintains the one lockbox account at Enterprise ending 2177

(the “Enterprise Lockbox Account,” collectively with the SVB Lockbox

Accounts, the “Lockbox Accounts”), which serves as a check depository

for Answers’ customer receipts. The Enterprise Lockbox Account is tied

to the Enterprise Master Account, with funds in the Enterprise Lockbox

Account being swept to the Enterprise Master Account on a daily basis.

Utilities Account


Answers recently opened this interest bearing account ending 6568 in

anticipation of these chapter 11 cases to maintain an account for adequate

assurance purposes pursuant to the relief requested in the Debtors’ Motion

for Entry of an Order Determining Adequate Assurance of Payment for

Future Utility Services (the “Utilities Motion”), filed contemporaneously

herewith. This account will only be utilized as may be authorized by the

Court in connection with the relief requested in the Utilities Motion, and

for no other purpose. As of the Petition Date, this account had a balance

of $55.

Sublease Deposit Account


This account is a segregated account that is utilized to maintain security

deposit amounts in connection with certain the Debtors’ subtenants

pursuant to the parties’ respective sublease agreements. On the Petition

Date, this account had an aggregate balance of approximately $174,842.


13

Enterprise Accounts

Overview:

Enterprise Master Account ending

2150



The Debtors maintain one master account (the “Enterprise Master

Account”), three disbursement accounts (the “Enterprise Deposit

Accounts”), and one lockbox account (the “Enterprise Lockbox

Account”) at Enterprise (collectively, the “Enterprise Accounts”). The

Enterprise Master Account, Enterprise Deposit Accounts, and Enterprise

Lockbox Account handle customer receipts as well as customer payment

and disbursements in connection with the business operations of all the

Debtors. The Enterprise Lockbox Account is a zero balance account that

is swept daily into the Enterprise Master Account. On the Petition Date,

the Enterprise Accounts had a combined balance of approximately

$117,408.

Enterprise Master Account ending 2150 serves as the Debtors’

concentration account at Enterprise. On a discretionary basis, the Debtors

transfer cash from the Enterprise Master Account to the Main

Concentration Account to fund the Debtors’ business operations. The

Enterprise Master Account also handles certain cash receipts from all of

the Debtor entities.

Enterprise Account ending 2169 is a disbursement account utilized

specifically for checks issued by Answers for certain accounts payable

and payroll obligations.

Enterprise Account ending 2193 is a disbursement account for accounts

payable specific to Upbolt, and, in connection therewith is linked to a

PayPal account (Acct. No. ending in 24LC) to facilitate disbursements

related to the Upbolt business’s traffic acquisition purchases.

Non-Debtor Foreign Affiliate

Accounts:


First International bank of Israel

Account ending 7701


Non-debtor Operating Account ending 9814 of ForeSee UK is funded on

an as-needed basis from ForeSee’s Operating Accounts ending 6712 and

9779 and such funds are utilized to satisfy monthly operating expenses

and quarterly rent obligations of ForeSee UK.

Non-debtor Operating Account ending 7701 of Webcollage Israel is

funded on an as-needed basis from Webcollage’s Disbursement/Payroll

Account ending 3923 and used to fund Webcollage Israel operations.8

Non-debtor Operating Account ending 5084 is customer receipt account

tied to cash receipts from Beanspublishing’s European operations,

including accounts receivable. Funds from this account are not swept into

the Main Concentration Account. This is also a general accounts payable

account servicing the operating expenses of Beanspublishing’s business

operations.

8 Webcollage maintains an intercompany account payable to non-debtor Webcollage Israel on account of a

cost-plus funding arrangement between these entities pursuant certain contractual arrangements. This


14

13. The Debtors incur periodic service charges and other fees in connection with the

maintenance of the Cash Management System (the “Bank Fees”), which average approximately

$4,500 per month.9 The Bank Fees for each month are paid in arrears and are automatically

deducted from the Debtors’ Bank Accounts as they are assessed by their respective Banks.

B. Description of Funds Processing

14. A diagram setting forth the flow of funds among the Bank Accounts is attached

hereto as Exhibit C. The following list describes the manner in which cash generally moves

through the Cash Management System.

Receipts and Revenues. As explained in greater detail above, the Debtors receipts and

revenues are deposited into the Debtors’ various Operating, Deposit, and Lockbox

Accounts. If such accounts consist of the Debtors’ zero balance accounts at SVB, the

received funds are then swept to the Main Concentration Account on a daily basis.

Certain receipts and revenues from the operations of Answers, Redcan, and Upbolt are

deposited into the Enterprise Master Account. On a periodic basis, funds in the

Enterprise Master Account are transferred to the Main Concentration Account. Notably,

certain of the receipts and revenues deposited into the SVB Operating and Lockbox

Accounts maintained by the Debtor entities are received from customers per certain

contractual arrangements, but these customers receive services from certain non-debtor

foreign affiliates.

Disbursements. With respect to the zero balance Disbursement/Payroll Accounts and

Purchase Card Disbursement Accounts tied to the Main Concentration Account, such

accounts are funded, as needed, by the Main Concentration Account with cash sufficient

to satisfy the Debtors’ obligations on a given day. The Debtors’ Disbursement/Payroll

and Operating Accounts, which are not connected to the Main Concentration Account or

the Enterprise Master Account, but are nonetheless utilized to pay the Debtors’

intercompany account payable arises in the ordinary course of Debtor Webcollage’s business and, therefore, the

Debtors believe such payment obligation constitutes an ordinary course transaction within the meaning of

section 363(c)(1) of the Bankruptcy Code. As such, the Debtors believe they do not require the Court’s

approval to satisfy this intercompany obligation. Nonetheless, out of an abundance of caution, the Debtors are

seeking authority to continue such arrangement on a postpetition basis. The continued performance of the

ordinary course intercompany transactions is integral to ensuring the Debtors’ ability to operate their businesses

and maintain existing revenue streams for the benefit of all stakeholders. Additionally, to the extent such

prepetition obligations are deemed to arise under a prepetition executory contract, such contract shall be

addressed in connection with confirmation of the Debtors’ chapter 11 plan.

9 The gross Bank Fees for October, November, and December of 2016 were approximately $4,542, $4,449, and

$4,519, respectively. Thus, the aggregate amount of Bank Fees may increase, and the Debtors’ seek authority,

to the extent necessary, to pay such Bank Fees in the ordinary course on a postpetition basis.


15

obligations, are either self-funded or funded via separate Operational Accounts or the

Enterprise Master Account.

C. The Bank Accounts Comply with Section 345(b) of the Bankruptcy Code and

the U.S. Trustee Guidelines

15. As of the Petition Date, the Debtors’ Bank Accounts comply with section 345(b)

of the Bankruptcy Code. The Debtors maintained deposit accounts at SVB and Enterprise each

of which is insured by the Federal Deposit Insurance Corporation (the “FDIC”). Additionally,

SVB is designated as an authorized depository by the Office of the United States Trustee for the

Southern District of New York (the “U.S. Trustee”) pursuant to the U.S. Trustee’s Operating

Guidelines and Financial Reporting Requirements for Debtors-in-Possession and Trustees (the

“U.S. Trustee Guidelines”). Enterprise is not designated as an authorized depository pursuant to

the U.S. Trustee Guidelines. Nevertheless, Enterprise is a well-capitalized and financially stable

financial institution, and, as of the Petition Date, the amounts maintained in the Enterprise

Accounts ($117,408) are fully insured by the FDIC. In the event, the Bank Accounts cease to

comply with the requirements of section 345(b) of the Bankruptcy Code during the Chapter 11

Cases, the Debtors’ request that the Court provide the Debtors with 45 days to bring the Bank

Accounts into compliance with section 345(b) of the Bankruptcy Code.

III. The Debtors’ Purchase Cards

16. As part of the Cash Management System, the Debtors provide certain employees

with debit and credit cards (collectively, the “Purchase Cards”) issued by American Express,

SVB, or SunTrust Bank (the “Purchase Card Program”). As of February 24, 2017, two (2)

employees have active Purchase Cards. The Purchase Cards are corporate guarantee cards for

which the relevant employees do not have personal liability. The employees use the Purchase

Cards for approved and legitimate business expenses. Using rough estimates, the vast majority

of expenses incurred on the Purchase Cards include business expenses related to promoted


16

content and advertising, traffic acquisition, as well as supplies incurred on behalf of the Debtors

in the ordinary course of business. Approximately 30% of the monthly amounts incurred under

the Purchase Card Program are related to employee travel expenses in the furtherance of the

Debtors’ business operations. The expenses incurred on the Purchase Cards are essential to the

operation of the Debtors’ businesses, especially the Multiply business. Costs incurred through

use of the Purchase Cards are satisfied from the Debtors’ Purchase Card Disbursement Accounts.

17. On average, in the months leading up to the Petition Date, approximately

$200,000 to $300,000 per month was debited from the Purchase Card Disbursement Accounts

due to the employees’ use of the Purchase Cards, of which $190,000 is related to the Debtors’

corporate credit card account with American Express (the “American Express Account”). In

addition, the Debtors pay minimal service fees of approximately $1,450 per year in the aggregate

for the use of certain of the Purchase Cards issued under the Purchase Card Program. As of the

Petition Date, the Debtors estimate they owe approximately $235,000 on account of the Purchase

Cards, of which $190,000 is related to the American Express Account. The Debtors seek

authority to continue in the ordinary course the Purchase Card Program, subject to any terms and

conditions thereof, on a postpetition basis consistent with past practice, and to pay any

prepetition amounts related to the Purchase Cards, including any prepetition amounts related to

the American Express Account. Payment and continued use of the Purchase Card Program,

including the American Express Account, will minimize disruption and ensure continuity

benefitting the Debtors’ estates.

IV. The Debtors’ Existing Business Forms

18. The Debtors use a variety of preprinted business forms (including checks,

letterhead, correspondence forms, invoices, and other business forms in the ordinary course of

business (collectively, and as they may be modified, the “Business Forms”)). The Debtors also


17

maintain books and records to document their financial results and a wide array of necessary

operating information (collectively, the “Books and Records”). To avoid the significant

distraction and delay in their business operations that would result from a disruption of the Cash

Management System and to avoid unnecessary expense, the Debtors request authorization to

continue using all of the Business Forms and Books and Records in use immediately before the

Petition Date—without reference to the Debtors’ status as chapter 11 debtors in possession—

rather than requiring the Debtors to incur the expense and delay of ordering new Business Forms

and creating new Books and Records; provided that at the request of the U.S. Trustee, the

Debtors will use reasonable efforts during the pendency of these chapter 11 cases to include a

stamp on invoices and checks to reference the Debtors’ status as debtors in possession.

V. The Debtors’ Intercompany Transactions

19. In the ordinary course of business, various Debtors and the Non-Debtor Affiliates

maintain business relationships with each other, resulting in intercompany receivables and

payables (the “Intercompany Claims”). In connection with the daily operation of the Cash

Management System, at any given time there may be Intercompany Claims owing between

Debtors or between a Debtor and a Non-Debtor Affiliate in connection with the receipt and

disbursement of funds, and there may be recognitions of offsets between Debtors or between a

Debtor and a Non-Debtor Affiliate (collectively, the “Intercompany Transactions”).10

The

Intercompany Transactions are critical to ensuring that liquidity is available where and when

needed by the Debtors and the Non-Debtor Affiliates, and enables the Debtors to maintain the

10

Because the Debtors engage in Intercompany Transactions on a regular basis and such transactions are common

among enterprises similar to the Debtors, the Debtors believe the Intercompany Transactions are ordinary

course transactions within the meaning of section 363(c)(1) of the Bankruptcy Code and, thus, do not require

the Court’s approval. Nonetheless, out of an abundance of caution, the Debtors are seeking express authority to

engage in such transactions on a postpetition basis. The continued performance of the ordinary course

Intercompany Transactions are integral to ensuring the Debtors’ ability to operate their businesses.


18

operations of certain of their Non-Debtor Affiliates to ensure that the Debtors continue to realize

the revenue generated by such Non-Debtor Affiliates’ operations.

20. With respect to their affiliates, the Debtors track all fund transfers electronically

in their accounting system and can ascertain, trace, and account for Intercompany Transactions.

The Debtors’ Intercompany Transactions with their foreign Non-Debtor Affiliates are completely

integrated within the Cash Management System. If the Intercompany Transactions were to be

discontinued, the Cash Management System and related administrative controls would be

disrupted to the Debtors’ detriment because such discontinuance would affect the Debtors’

ability to fund operations necessary to providing services to their customers and likely result in

decreased revenue streams.

21. To ensure each individual Debtor will not permanently fund the operations of any

affiliate, the Debtors respectfully request that, pursuant to sections 503(b) and 364(c)(1) of the

Bankruptcy Code, all Intercompany Claims against any Debtor arising after the Petition Date as

a result of ordinary course Intercompany Transactions be accorded superpriority administrative

expense status. If Intercompany Claims are given superpriority administrative expense status,

each entity utilizing funds flowing through the Cash Management System should continue to

bear ultimate repayment responsibility for its ordinary course Intercompany Transactions,

reducing the risk that these transactions would jeopardize the recoveries available to the Debtors’

creditors. Moreover, the Debtors request the authority to fund the postpetition payment of

obligations to Non-Debtor Affiliates in a manner consistent with historical practice to enable the

Debtors to smoothly transition into chapter 11 and ensure certain of the Debtors’ revenue streams

are not impacted. For the avoidance of doubt, the Intercompany Claims shall be unsecured,


19

junior in priority and subordinated to the DIP Obligations and the Adequate Protection

Super-Priority Claims.11

Basis for Relief

I. The Court Should Approve the Debtors’ Continued Use of the Cash Management

System

A. The Continued Use of the Debtors’ Cash Management System Is Essential to

the Debtors’ Operations and Restructuring Efforts

22. The Cash Management System constitutes an ordinary course and essential

business practice of the Debtors. The Cash Management System provides significant benefits to

the Debtors including, among other things, the ability to control corporate funds, ensure the

availability of funds when necessary, and reduce costs and administrative expenses by

facilitating the movement of funds and developing timely and accurate account balance

information. Thus, to ensure the seamless operation of the Debtors’ businesses and realize the

benefits of the Cash Management System, the Debtors should be allowed to continue using the

Cash Management System and should not be required to open new bank accounts.

23. The U.S. Trustee Guidelines, unless otherwise ordered by the Court, require a

debtor to, among other things, establish one debtor in possession account for all estate monies

required for the payment of taxes (including payroll taxes), close all existing bank accounts and

open new debtor in possession accounts, maintain a separate debtor in possession account for

cash collateral, obtain checks that bear the designation “debtor in possession,” and reference the

bankruptcy case number and the type of account on such checks. These requirements are

designed to provide a clear line of demarcation between prepetition and postpetition claims and

11

The terms “DIP Obligations” and the “Adequate Protection Super-Priority Claims” each as used herein shall

have the meaning ascribed to such terms in the Interim Order (I) Authorizing the Debtors (A) To Obtain

Postpetition Financing and (B) to Utilize Cash Collateral, (II) Granting Adequate Protection to Prepetition

Secured Parties, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing, and (V) Granting Related

Relief (the “Interim DIP Order”).


20

payments and help protect against the inadvertent payment of prepetition claims by preventing

banks from honoring checks drawn before the Petition Date. Strict enforcement of those

guidelines in these chapter 11 cases, however, would severely disrupt the ordinary financial

operations of the Debtors by reducing efficiencies and causing unnecessary expenses.

24. The Debtors should be permitted to use the Cash Management System under

section 363(c)(1) of the Bankruptcy Code, which authorizes debtors in possession to “use

property of the estate in the ordinary course of business without notice or a hearing.” 11 U.S.C.

§ 363(c)(1). Section 363(c)(1) of the Bankruptcy Code also allows a debtor in possession to

engage in the ordinary course transactions required to operate its business without unneeded

oversight by its creditors or the court. See, e.g., Med. Malpractice Ins. Ass’n v. Hirsch (In re

Lavigne), 114 F.3d 379, 384 (2d Cir. 1997); In re Enron Corp., No. 01-16034 (AJG), 2003 WL

1562202, at *15 (Bankr. S.D.N.Y. Mar. 21, 2003); Chaney v. Official Comm. of Unsecured

Creditors of Crystal Apparel, Inc. (In re Crystal Apparel, Inc.), 207 B.R. 406, 409 (Bankr.

S.D.N.Y. 1997). Included within the purview of section 363(c) of the Bankruptcy Code is a

debtor’s ability to continue the “routine transactions” necessitated by a debtor’s cash

management system. See Amdura Nat’l Distrib. Co. v. Amdura Corp. (In re Amdura Corp.), 75

F.3d 1447, 1453 (10th Cir. 1996).

25. Bankruptcy courts treat requests for authority to continue utilizing existing cash

management systems as a relatively “simple matter,” see In re Baldwin-United Corp.,

79 B.R. 321, 327 (Bankr. S.D. Ohio 1987), and have recognized that an integrated cash

management system “allows efficient utilization of cash resources and recognizes the

impracticalities of maintaining separate cash accounts for the many different purposes that

require cash.” In re Columbia Gas Sys., Inc., 136 B.R. 930, 934 (Bankr. D. Del. 1992), aff’d in


21

part and rev’d in part, 997 F.2d 1039 (3d Cir. 1993). As a result, courts have generally

concluded that the requirement to maintain all accounts separately “would be a huge

administrative burden and economically inefficient.” Columbia Gas, 997 F.2d at 1061; see also

In re Southmark Corp., 49 F.3d 1111, 1114 (5th Cir. 1995) (cash management system allows

debtor “to administer more efficiently and effectively its financial operations and assets”).

26. In other large and complex chapter 11 cases, such as these, courts in this district

routinely waive certain U.S. Trustee Guideline requirements and allow the continued use of cash

management systems and prepetition bank accounts employed in the ordinary course of a

debtor’s prepetition business. See, e.g., In re Int’l Shipholding Corp., Case No. 16-12220 (SMB)

(Bankr. S.D.N.Y. Sept. 16, 2016); In re Aeropostale, Inc., Case No. 16-11275 (SHL) (Bankr.

S.D.N.Y. June 3, 2016); In re Fairway Grp. Holdings Corp., Case No. 16-11241 (MEW) (Bankr.

S.D.N.Y. June 1, 2016); In re Republic Airways Holdings Inc., Case No. 16-10429 (SHL)

(Bankr. S.D.N.Y. Mar. 24, 2016); In re Sabine Oil & Gas Corp., Case No. 15-11835 (SCC)

(Bankr. S.D.N.Y. Sept. 10, 2015); In re Chassix Holdings, Inc., Case No. 15-10578 (MEW)

(Bankr. S.D.N.Y. Apr. 13, 2015).12

B. Opening New Accounts Will Disrupt the Debtors’ Businesses

27. The prospects for a successful reorganization of the Debtors’ businesses, as well

as the preservation and enhancement of the Debtors’ value as a going concern, will be materially

and negatively impacted if the Cash Management System is disrupted and any Bank Accounts

are closed.

28. Indeed, if the Debtors were required to open new accounts as debtors in

possession and modify the Cash Management System, the Debtors would be forced to

12

Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion.

Copies of these orders are available upon request to the Debtors’ proposed counsel.


22

reconstruct the Cash Management System at this critical juncture when the Debtors should be

otherwise focused on their restructuring and ensuring that their business operations continue as

smoothly as possible. Thus, the Debtors’ treasury, accounting, and bookkeeping employees

would need to focus their efforts on immediately opening new bank accounts and working to

ensure proper controls are in place for cash to flow properly through all operations, thereby

diverting them from their daily responsibilities during this critical juncture in these chapter 11

cases. Opening new bank accounts would increase operating costs, and the delays that would

result from opening new accounts, revising cash management procedures, and instructing

customers to redirect payments would negatively impact the Debtors’ ability to operate their

businesses while pursuing these arrangements.

29. In addition, the Debtors would be subject to significant administrative burdens

and expenses because they would need to execute new signatory cards and depository

agreements and create an entirely new manual system for issuing checks and paying postpetition

obligations, all as generally would be required by the U.S. Trustee Guidelines. See U.S. Trustee

Guidelines, at pp. 2–3.

C. Maintaining the Existing Cash Management System Will Facilitate a Smooth

Transition into Chapter 11 and Will Not Harm Parties in Interest

30. The Debtors’ continued use of the Cash Management System will facilitate their

transition into chapter 11 by, among other things, avoiding administrative inefficiencies and

expenses and minimizing delays in the payment of postpetition debts. The Debtors respectfully

submit that parties-in-interest will not be harmed by the Debtors’ maintenance of the Cash

Management System, including the Bank Accounts. Specifically, with the assistance of their

professionals, the Debtors have implemented internal protocols that prohibit payments on

account of prepetition debts, including prepetition accounts payable payments, without prior


23

approval, which will not be granted unless such payment is authorized by an order of this Court.

In light of such protective measures, the Debtors submit that maintaining the Cash Management

System is in the best interests of their estates and creditors.

31. In addition, the Cash Management System provides the Debtors with the ability

to, among other things, quickly create status reports on the location and amount of funds, which

in turn allow management to track and control such funds, ensure cash availability, and reduce

administrative costs through a centralized method of coordinating the collection and movement

of funds.

II. The Debtors Should Be Granted Authority To Use Existing Business Forms

32. The Debtors submit that the continued use of the Business Forms will not

prejudice parties in interest and such relief will avoid unnecessary expenses and administrative

delays at this critical time. Furthermore, the Debtors’ requested relief will not prejudice parties

in interest because parties doing business with the Debtors undoubtedly will know of the

Debtors’ status as a debtor in possession. Thus, changing the Business Forms is unnecessary and

unduly burdensome. Nevertheless, at the request of the U.S. Trustee, the Debtors will use

reasonable efforts during the pendency of these chapter 11 cases to include a stamp on invoices

and checks to reference the Debtors’ status as debtors in possession.

33. Courts in this district regularly permit debtors to use their prepetition check forms

without the “debtor in possession” label in similar large and complex chapter 11 cases. See,

e.g., In re Int’l. Shipholding Corp., Case No. 16-12220 (SMB) (Bankr. S.D.N.Y. Sept. 16, 2016);

In re Fairway Grp. Holdings Corp., Case No. 16-11241 (MEW) (Bankr. S.D.N.Y. June 1, 2016);

In re Republic Airways Holdings Inc., Case No. 16-10429 (SHL) (Bankr. S.D.N.Y. Mar. 24,

2016); In re Sabine Oil & Gas Corp., Case No. 15-11835 (SCC) (Bankr. S.D.N.Y. Sept. 10,

2015); In re Chassix Holdings, Inc., Case No. 15-10578 (MEW) (Bankr. S.D.N.Y. Apr. 13,


24

2015); In re Eagle Bulk Shipping Inc., No. 14-12303 (SHL) (Bankr. S.D.N.Y. Sept. 19, 2014);

In re MPM Silicones, LLC, No. 14-22503 (RDD) (Bankr. S.D.N.Y. May 16, 2014).13

III. The Debtors Should Be Authorized to Continue Using Debit, Wire, and

ACH Payments

34. The Debtors request further relief from the U.S. Trustee Guidelines’ requirement

that all disbursements of estate funds be done by check and include a notation representing the

reason for the disbursement. Considering the complexity of the Debtors’ operations, the Debtors

need to conduct transactions by debit, wire, or ACH payments and other similar methods. If the

Debtors are denied the opportunity to conduct transactions by debit, wire, or other methods used

in the ordinary course of business, the Debtors likely would have difficulty performing on their

contracts and the Debtors’ business operations would be disrupted unnecessarily, burdening the

Debtors and their estates with additional costs.

IV. The Debtors Should Be Authorized to Continue Performing Under the

Intercompany Transactions

35. At any given time, there may be balances due and owing between and among

Debtors and the Non-Debtor Affiliates. These balances represent extensions of intercompany

credit made in the ordinary course of business that are an essential component of the Cash

Management System. Thus, the Debtors respectfully request the authority, in their sole

discretion, to continue performing under the Intercompany Transactions in the ordinary course of

business without the need for further Court order.

36. Courts routinely provide authority in other complex multi-debtor chapter 11 cases

to continue ordinary course intercompany transactions.14

See, e.g., In re Sabine Oil & Gas

13



14 Because the Debtors engage in Intercompany Transactions on a regular basis and such transactions are common

among enterprises like that of the Debtors and their non-debtor foreign affiliates, the Debtors believe the


25

Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Sept. 10, 2015); In re Chassix Holdings, Inc., No.

15-10578 (MEW) (Bankr. S.D.N.Y. Apr. 10, 2015); In re Legend Parent, Inc., No. 14-10701

(RG) (Bankr. S.D.N.Y. May 27, 2014); In re MPM Silicones, LLC, No. 14-22503 (RDD) (Bankr.

S.D.N.Y. May 16, 2014); In re Metro Affiliates, Inc., No. 13-13591 (SHL) (Bankr. S.D.N.Y.

Dec. 2, 2013); In re Residential Capital, LLC, No. 12-12020 (MG) (Bankr. S.D.N.Y. June 15,

2012).15

Thus, the Debtors submit that this Court should authorize them to continue to perform

under the Intercompany Transactions.

V. Granting Superpriority Administrative Priority Status to Postpetition

Intercompany Claims Is Necessary to Protect the Debtors’ Claims

37. The Debtors’ funds are commingled in the Cash Management System with that of

other Debtors and their Non-Debtor Affiliates. If the Intercompany Transactions that permit use

of the Cash Management System were to be discontinued, that system and related administrative

controls would be disrupted to the Debtors’ detriment. On the other hand, preserving the

“business as usual” atmosphere and avoiding the unnecessary distractions that inevitably would

be associated with any substantial disruption in the Cash Management System will facilitate the

Debtors’ reorganization efforts.

38. To ensure each individual Debtor will not fund, at the expense of its creditors, the

operations of another entity, out of an abundance of caution the Debtors respectfully request that

all Intercompany Claims against a Debtor by another Debtor or Non-Debtor Affiliates arising

after the Petition Date, as a result of ordinary course Intercompany Transactions through the

Cash Management System, be accorded superpriority administrative expense status pursuant to

Intercompany Transactions are ordinary course transactions within the meaning of section 363(c)(1) of the

Bankruptcy Code, and thus do not require the Court’s approval.

15 Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion.



26

sections 503(b)(1) and 364(c)(1) of the Bankruptcy Code. If Intercompany Claims are accorded

superpriority administrative expense status, each entity utilizing funds flowing through the Cash

Management System should continue to bear ultimate repayment responsibility for such ordinary

course transactions.

39. Superpriority administrative expense treatment for intercompany transactions, as

requested herein, has been granted in chapter 11 cases comparable to these chapter 11 cases.

See, e.g., In re Sabine Oil & Gas Corp., No. 15-11835 (SCC) (Bankr. S.D.N.Y. Sept. 10, 2015);

In re Chassix Holdings, Inc., No. 15-10578 (MEW) (Bankr. S.D.N.Y. Apr. 10, 2015); In re

Legend Parent, Inc., No. 14-10701 (RG) (Bankr. S.D.N.Y. May 27, 2014); In re MPM Silicones,

LLC, No. 14-22503 (RDD) (Bankr. S.D.N.Y. May 16, 2014); In re Metro Affiliates, Inc., No.

13-13591 (SHL) (Bankr. S.D.N.Y. Dec. 2, 2013); In re Residential Capital, LLC, No. 12-12020

(MG) (Bankr. S.D.N.Y. June 15, 2012).16

40. In addition, the Court should authorize the Debtors to preserve and exercise

intercompany setoff rights, including in connection with the postpetition Intercompany

Transactions. Section 553(a) of the Bankruptcy Code provides that “[e]xcept as otherwise

provided in this section and in sections 362 and 363 of the title, this title does not affect any right

of a creditor to offset a mutual debt owing by such creditor to the debtor that arose before the

commencement of the case under this title against a claim of such creditor against the debtor that

arose before the commencement of the case.” 11 U.S.C. § 553(a).

41. A creditor need only establish two elements before a setoff may be asserted—

mutuality and timing. See Official Comm. of Unsecured Creditors v. Mfrs. & Traders Trust Co.

(In re Bennett Funding Grp., Inc.), 212 B.R. 206, 212 (B.A.P. 2d Cir. 1997), aff’d, 146 F.3d 136

16




27

(2d Cir. 1998); see also Verco Indus. v. Spartan Plastics (In re Verco Indus.), 704 F.2d 1134,

1139 (9th Cir. 1983); In re Lundell Farms, 86 B.R. 582, 584 (Bankr. W.D. Wis. 1988).

Although courts have not uniformly defined the elements of mutuality, most courts require that

the debts are owed between the same parties and in the same right or capacity. See 5 Collier on

Bankr. ¶ 553.03[3][a] & n.86 (16th ed. rev. 2012) (citing, inter alia, Davidovich v. Welton (In re

Davidovich), 901 F.2d 1533, 1537 (10th Cir. 1990); Lubman v. Sovran Bank, N.A. (In re A & B

Homes, Ltd.), 98 B.R. 243, 248 (Bankr. E.D. Va. 1989)). Timing requires that both claims arise

prepetition. See, e.g., Packaging Indus. Grp., Inc. v. Dennison Mfg. Co. (In re Sentinel Prods.

Corp.), 192 B.R. 41, 45 (Bankr. S.D.N.Y. 1996); Scherling v. Hellman Elec. Corp. (In re

Westchester Structures Inc.), 181 B.R. 730, 739 (Bankr. S.D.N.Y. 1995). In addition, courts

allow parties to offset claims postpetition in the same manner as a prepetition setoff, so long as

the mutuality requirements are met. See, e.g., United States v. Gordon Sel-Way, Inc. (In re

Gordon Sel-Way, Inc.), 239 B.R. 741, 751-55 (E.D. Mich. 1999), aff’d, 270 F.3d 280 (6th Cir.

2001); Mohawk Indus., Inc. v. United States (In re Mohawk Indus., Inc.), 82 B.R. 174, 179

(Bankr. D. Mass. 1987).

42. The Cash Management System allows the Debtors to track all obligations owing

between related entities and thereby ensures that all setoffs of Intercompany Transactions will

meet both the mutuality and timing requirements of section 553 of the Bankruptcy Code.

Therefore, the Debtors respectfully request that they be expressly authorized to set off

postpetition obligations arising on account of Intercompany Transactions between a Debtor and

another Debtor or between a Debtor and a Non-Debtor Affiliate.

The Requirements of Bankruptcy Rule 6003 are Satisfied

43. Bankruptcy Rule 6003 empowers a court to grant relief within the first 21 days

after the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable


28

harm.” Immediate and irreparable harm exists where the absence of relief would impair a

debtor’s ability to reorganize or threaten the debtor’s future as a going concern. See In re Ames

Dep’t Stores, Inc., 115 B.R. 34, 36 n.2 (Bankr. S.D.N.Y. 1990) (discussing the elements of

“immediate and irreparable harm” in relation to Bankruptcy Rule 4001). For the reasons

discussed above, authorizing the Debtors to (a) continue using their existing Cash Management

System, Bank Accounts, and Business Forms, (b) grant superpriority administrative expense

status to Intercompany Claims, and (c) waiving deposit requirements is integral to the Debtors’

ability to transition their operations into these chapter 11 cases. Failure to receive such

authorization and other relief during the first 21 days of these chapter 11 cases would severely

disrupt the Debtors’ operations at this critical juncture. For the reasons discussed herein, the

relief requested is necessary in order for the Debtors to operate their businesses in the ordinary

course, preserve the ongoing value of the Debtors’ operations, and maximize the value of their

estates for the benefit of all stakeholders. Accordingly, the Debtors submit that they have

satisfied the “immediate and irreparable harm” standard of Bankruptcy Rule 6003 to support

granting the relief requested herein.

Motion Practice

44. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this

Motion. Moreover, in addition to all entities otherwise entitled to receive notice, the Debtors

have given notice of this Motion to all entities believed to have or be claiming an interest in the

subject matter of the proposed order or who, it is believed, otherwise would be affected by the

proposed order. Accordingly, the Debtors submit that this Motion satisfies Local Bankruptcy

Rule 9013-1(a).


29

Waiver of Bankruptcy Rule 6004(a) and 6004(h)

45. To implement the foregoing successfully, the Debtors request that the Court enter

an order providing that notice of the relief requested herein satisfies Bankruptcy Rule 6004(a)

and that the Debtors have established cause to exclude such relief from the 14-day stay period

under Bankruptcy Rule 6004(h).

Reservation of Rights

46. Nothing contained herein is intended, or should be construed, as an admission as

to the validity or priority of any claim against the Debtors, a waiver of the Debtors’ rights to

object to or dispute any claim or its priority, or an approval or assumption of any agreement,

contract, or lease under section 365 of the Bankruptcy Code. The Debtors expressly reserve their

right to contest any claim (or the priority) related to the relief sought herein. Likewise, if the

Court grants the relief sought herein, any payment made pursuant to an order of the Court is not

intended to be nor should it be construed as an admission as to the validity or priority of any

claim or a waiver of the Debtors’ rights to subsequently dispute such claim or priority.

Notice

47. The Debtors have provided notice of this Motion to: (a) the United States Trustee

for Region 2; (b) the entities listed on the Consolidated List of Creditors Holding the 30 Largest

Unsecured Claims filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to the agent under the

Debtors’ prepetition first lien credit facility; (d) counsel to the ad hoc group of holders of certain

first lien debt; (e) counsel to the agent under the second lien credit facility; (f) counsel to the ad

hoc group of holders of certain second lien debt; (g) counsel to the prepetition majority equity

holders; (h) the United States Attorney for the Southern District of New York; (i) the United

States Securities and Exchange Commission; (j) the state attorneys general for each state in

which the Debtors conduct business; (k) the Internal Revenue Service; (l) the Banks; and (m) any


30

party that has requested notice pursuant to Bankruptcy Rule 2002. In light of the nature of the

relief requested, the Debtors respectfully submit that no further notice is necessary.

No Prior Request

48. No prior request for the relief sought in this Motion has been made to this or any

other court.



31

WHEREFORE, for the reasons set forth herein and in the First Day Declaration, the

Debtors respectfully request entry of an Interim Order and Final Order, substantially in the forms

attached hereto as Exhibit A and Exhibit B, respectively, granting the relief requested herein

and granting such other relief as is just and proper.

New York, New York /s/ Christopher T. Greco

Dated: March 3, 2017 James H.M. Sprayregen, P.C.

Jonathan S. Henes, P.C.

Christopher T. Greco

Anthony R. Grossi

John T. Weber



601 Lexington Avenue

New York, New York 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

- and -

Melissa N. Koss



555 California Street

San Francisco, California 94104

Telephone: (415) 439-1400

Facsimile: (415) 439-1500

Proposed Counsel to the Debtors

and Debtors in Possession


EXHIBIT A

Proposed Interim Order




)

In re: ) Chapter 11

)


)


)

INTERIM ORDER (I) AUTHORIZING THE DEBTORS TO (A) CONTINUE

USING THE CASH MANAGEMENT SYSTEM, AND (B) MAINTAIN EXISTING

BANK ACCOUNTS AND BUSINESS FORMS; (II) AUTHORIZING CONTINUED

INTERCOMPANY TRANSACTIONS; AND (III) GRANTING SUPERPRIORITY

ADMINISTRATIVE EXPENSE STATUS TO INTERCOMPANY CLAIMS

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for entry of an interim order (this “Interim Order”)

(a) authorizing, but not directing, the Debtors to (i) continue using their existing cash

management system and (ii) maintain existing bank accounts and business forms;

(b) authorizing, but not directing, the Debtors to (i) continue Intercompany Transactions; and

(c) granting super administrative expense priority status to Intercompany Claims; all as more

fully set forth in the Motion; and upon the First Day Declaration, and this Court having

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing

Order of Reference from the United States District Court for the Southern District of New York,

dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to

28 U.S.C. § 157(b)(2), and that this Court may enter a final order consistent with Article III of







2 Capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.


2

the United States Constitution; and this Court having found that venue of this proceeding and the

Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having

found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their

creditors, and other parties in interest; and this Court having found that the Debtors provided

adequate notice of the Motion and the opportunity for a hearing under the circumstances; and

this Court having reviewed the Motion and having heard the statements in support of the relief

requested therein at a hearing before this Court (the “Hearing”); and this Court having

determined that the legal and factual bases set forth in the Motion and at the Hearing establish

just cause for the relief granted herein; and upon all of the proceedings had before this Court; and

after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on an interim basis as set forth herein.

2. The final hearing (the “Final Hearing”) on the Motion shall be held on _______,

2017, at__:__ _.m., prevailing Eastern Time. Any objections or responses to the entry of a final

order on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time, on

_________, 2017, and shall be served on: (a) the United States Trustee for Region 2; (b) the

entities listed on the Consolidated List of Creditors Holding the 30 Largest Unsecured Claims

filed pursuant to Bankruptcy Rule 1007(d); (c) counsel to the agent under the Debtors’

prepetition first lien credit facility; (d) counsel to the ad hoc group of holders of certain first lien

debt; (e) counsel to the agent under the second lien credit facility; (f) counsel to the ad hoc group

of holders of certain second lien debt; (g) counsel to the prepetition majority equity holders;

(h) the United States Attorney for the Southern District of New York; (i) the United States

Securities and Exchange Commission; (j) the state attorneys general for each state in which the


3

Debtors conduct business; (k) the Internal Revenue Service; (l) the Banks; and (m) any party that

has requested notice pursuant to Bankruptcy Rule 2002.

3. Subject to the limitations of this Interim Order, the Debtors are authorized but not

directed to: (a) continue using the Cash Management System and honor any prepetition

obligations related to the use thereof; (b) designate, maintain, close, and continue to use on an

interim basis any or all of their existing Bank Accounts, including, but not limited to, the Bank

Accounts identified on Exhibit 1 hereto, in the names and with the account numbers existing

immediately before the Petition Date; (c) deposit funds in, and withdraw funds from, the Bank

Accounts by all usual means, including checks, wire transfers, ACH transfers, and other debits;

(d) treat their prepetition Bank Accounts for all purposes as debtor in possession accounts; and

(e) open new debtor in possession Bank Accounts.

4. The Debtors are authorized, but not directed, to continue using the Purchase Cards

and the Purchase Card Program, including the American Express Account, and to pay any

prepetition amounts in connection therewith.

5. The Debtors are authorized, but not directed, to continue using, in their present

form, the Business Forms (including Purchase Cards), as well as checks and other documents

related to the Bank Accounts existing immediately before the Petition Date; provided, that the

Debtors will use reasonable efforts during the pendency of these chapter 11 cases to include a

stamp on invoices and checks to reference the Debtors’ status as debtors in possession.

6. Except as otherwise provided in this Interim Order and only to the extent funds

are available in each applicable Bank Account, all Banks at which the Bank Accounts are

maintained are directed to continue to service and administer the Bank Accounts as accounts of

the Debtors as debtors in possession, without interruption and in the ordinary course, and to


4

receive, process, honor, and pay any and all checks, drafts, wire transfers, and ACH transfers

issued, whether before or after the Petition Date, and drawn on the Bank Accounts after the

Petition Date by the holders or makers thereof, as the case may be; provided, that the Debtors

will instruct the Banks as to which checks, drafts, wire transfers (excluding any wire transfers

that the Banks are obligated to settle), or other items presented, issued, or drawn, shall not be

honored.

7. Except for those checks, drafts, wires, or other ACH transfers that are authorized

or required to be honored under an order of the Court, no Debtor shall instruct or request any

Bank to pay or honor any check, draft, or other payment item issued on a Bank Account prior to

the Petition Date but presented to such Bank for payment after the Petition Date.

8. As soon as practicable after entry of this Interim Order, the Debtors shall serve a

copy of this Interim Order on the Banks.

9. The requirement to establish separate accounts for tax payments is hereby waived.

10. The Debtors are authorized, but not directed to: (a) pay undisputed prepetition

amounts outstanding as of the Petition Date, if any, owed in the ordinary course to the Banks as

service charges for the maintenance of the Cash Management System; and (b) reimburse the

Banks for any claims arising before or after the Petition Date in connection with customer checks

deposited with the Banks that have been dishonored or returned as a result of insufficient funds

in the Bank Accounts in the ordinary course of business, to the same extent the Debtors were

responsible for such items prior to the Petition Date.

11. The Debtors are authorized, but not directed, to enter into and engage in the

Intercompany Transactions and to take any actions related thereto. In connection therewith, the

Debtors shall continue to maintain current records with respect to all transfers of cash so that all


5

transactions, including the Intercompany Transactions, may be readily ascertained, traced, and

recorded properly on applicable intercompany accounts.

12. Notwithstanding anything to the contrary contained herein, this Interim Order

shall be without prejudice to the rights of the Debtors and all other parties in interest to request

that any modifications made to the relief granted in respect of the Intercompany Transactions in

the Final Order (including, but not limited to, the granting of additional protections) apply

retroactively to the Petition Date, and all such rights shall be preserved in all respects.

13. The Debtors are authorized to continue performing Intercompany Transactions in

the ordinary course of business. All Intercompany Claims arising after the Petition Date shall be

accorded superpriority administrative expense status in accordance with sections 503(b) and

364(c)(1) of the Bankruptcy Code. For the avoidance of doubt, the Intercompany Claims arising

after the Petition Date shall be unsecured, junior in priority and subordinated to the DIP

Obligations and the Adequate Protection Super-Priority Claims (each as defined in the Interim

DIP Order). The Debtors shall (a) continue to track Intercompany Transactions electronically

through their accounting system in accordance with their prepetition practices and (b) provide

access to such records and procedures to the Prepetition Secured Parties,3 and any official

committee appointed under section 1102 of the Bankruptcy Code in these chapter 11 cases.

14. The Debtors are authorized, but not directed, to set off mutual postpetition

obligations relating to intercompany receivables and payables through the Cash Management

System. In connection therewith, the Debtors shall continue to maintain current records with

respect to all transfers of cash so that all transactions, including Intercompany Transactions, may

be readily ascertained, traced, and recorded properly on applicable intercompany accounts.

3 The term “Prepetition Secured Parties” as used herein shall have the meaning ascribed to such term in the Plan.


6

15. Notwithstanding anything to the contrary contained in this Interim Order or the

Motion, any payment, obligation or other relief authorized by this Interim Order shall be subject

to and limited by the requirements imposed on the Debtors under the terms of any interim and/or

final orders approving any postpetition financing and the use of cash collateral, or budget in

connection therewith, entered by this Court in these chapter 11 cases.

16. Subject to applicable bankruptcy or other law, those certain deposit agreements

existing between the Debtors and the Banks shall continue to govern the postpetition cash

management relationship between the Debtors and the Banks and, subject to applicable

bankruptcy or other law, all of the provisions of such agreements, including the termination, fee

provisions, rights, benefits, offset rights, and remedies afforded under such agreements shall

remain in full force and effect absent further order of the Court or, with respect to any such

agreement with any Bank, unless the Debtors and such Bank agree otherwise.

17. Except as otherwise set forth herein, the Debtors and the Banks may, without

further order of the Court, agree and implement changes to the Cash Management System and

procedures in the ordinary course of business, including the opening and closing of Bank

Accounts as set forth in paragraph 3 hereof.

18. The Debtors are authorized to open new bank accounts so long as any such new

account is (a) with one of the Debtors’ existing Banks or with a bank that is (i) insured with the

FDIC or the Federal Savings and Loan Insurance Corporation and (ii) designated as an

authorized depository by the U.S. Trustee pursuant to the U.S. Trustee’s Operating Guidelines

and reporting Requirements for Debtors in Possession and Trustees, and (b) the Debtors provide

notice to the U.S. Trustee and the Prepetition Secured Parties of the opening of such account;

provided that all accounts opened by any of the Debtors on or after the Petition Date at any bank


7

shall, for purposes of this Interim Order, be deemed a Bank Account as if it had been listed on

Exhibit 1 hereof; provided, however, for the avoidance of doubt, that any new Bank Account

shall be subject to the Adequate Protection Liens (as defined in the Interim DIP Order).

19. The Banks are authorized to debit the Debtors’ accounts in the ordinary course of

business and without further order of the Court on account of all checks drawn on the Debtors’

accounts that were cashed at the Banks’ counters or exchanged for cashier’s or official checks by

the payees thereof prior to the Petition Date.

20. Notwithstanding any other provision of this Interim Order, should a Bank honor a

prepetition check or other item drawn on any account that is the subject of this Interim Order

(a) at the direction of the Debtors to honor such prepetition check or item, (b) in a good faith

belief that the Court has authorized such prepetition check or item to be honored, or (c) as the

result of an innocent mistake made despite implementation of customary item handling

procedures, the Bank shall not be deemed to be nor shall be liable to the Debtors or their estates

or otherwise be in violation of this Interim Order.

21. Nothing contained herein shall prevent the Debtors from closing any Bank

Accounts as they may deem necessary and appropriate, and, to the extent consistent with any

orders of this Court relating thereto, any relevant Bank is authorized to honor the Debtors’

requests to close such Bank Accounts, and the Debtors shall give notice of the closure of any

Bank Account to the U.S. Trustee and the Prepetition Secured Parties.

22. Except as otherwise provided in this Interim Order, the Banks are authorized to

charge, and the Debtors are authorized to pay, honor, or allow prepetition and postpetition fees,

costs, charges, and expenses, including the Bank Fees, and charge back returned items to the

Bank Accounts in the ordinary course.


8

23. The relief granted in this Interim Order is subject to the rights of the Prepetition

Secured Parties under the Cash Collateral Order.

24. Notwithstanding entry of this Interim Order, nothing herein shall create, or is

intended to create, any rights in favor of or enhance the status of any claim held by any party.

25. If no objections to the relief granted herein on a permanent basis are timely served

and filed in accordance with this Interim Order, the Court may enter a final order granting the

relief herein without further notice or hearing.

26. Notwithstanding the relief granted in this Interim Order and any actions taken

pursuant to such relief, and subject to the superpriority administrative status afforded pursuant to

paragraph 13 of this Interim Order, nothing contained in the Motion or this Interim Order or any

payment made pursuant to this Interim Order shall constitute, nor is it intended to constitute, an

admission as to the validity or priority of any claim or lien against the Debtors, a waiver of the

Debtors’ rights to subsequently dispute such claim or lien (or the priority thereof), or the

assumption or adoption of any agreement, contract, or lease under section 365 of the Bankruptcy

Code.

27. In the event any of the Bank Accounts cease to comply with the requirements of

section 345 of the Bankruptcy Code during the Chapter 11 Cases, the Debtors shall provide

notice to the U.S. Trustee of such non-compliance (the “Section 345 Notice”), and the Debtors

shall have 45 days from the date of the Section 345 Notice to comply with the requirements of

Section 345 of the Bankruptcy Code.

28. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

29. Notice of the Motion satisfies the requirements set forth in Bankruptcy

Rule 6004(a).


9

30. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Interim Order are immediately effective and enforceable upon its entry.

31. All time periods set forth in this Interim Order shall be calculated in accordance

with Bankruptcy Rule 9006(a).

32. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Interim Order in accordance with the Motion.

33. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Interim Order.

New York, New York

Dated: ____________, 2017 UNITED STATES BANKRUPTCY JUDGE


EXHIBIT 1

Debtor Bank Accounts

Entity Bank Name Account

Number

Account Type

1 Answers Corporation SVB Ending in 3839 Main Concentration

2 Answers Corporation SVB Ending in 3843 Operating

3 Answers Corporation SVB Ending in 3858 Disbursement/Payroll

4 Answers Corporation SVB Ending in 6473 Purchase Card

Disbursement Account

5 Answers Corporation SVB Ending in 6568 Utilities Account

6 Answers Corporation SVB Ending in 6492 Self-Funded Health

Insurance Account





9 Answers Corporation SVB Ending in 6549 Subtenant Security

Deposits Account





12 Answers Corporation SVB Ending in 6488 Flex Spending Account

13 Easy2 Technologies, Inc. SVB Ending in 3877 Operating

14 Easy2 Technologies, Inc. SVB Ending in 3881 Disbursement/Payroll

15 Redcan, LLC SVB Ending in 9096 Operating

16 Redcan, LLC SVB Ending in 9104 Disbursement/Payroll

17 RSR Acquisition, LLC SVB Ending in 3896 Operating

18 RSR Acquisition, LLC SVB Ending in 3904 Disbursement/Payroll

19 Webcollage Inc. SVB Ending in 7915 Operating

20 Webcollage Inc. SVB Ending in 3923 Disbursement/Payroll

21 Webcollage Inc. SVB Ending in 7789 Lockbox

22 ForeSee Results, Inc. SVB Ending in 6712 Operating

23 ForeSee Results, Inc. SVB Ending in 7173 Controlled Disbursement


2


Number

Account Type

24 ForeSee Results, Inc. SVB Ending in 6143 Lockbox

25 ForeSee Results, Inc. SVB Ending in 9779 UK Operating/

Disbursement

26 Answers Corporation Enterprise Ending in 2150 Master

27 Answers Corporation Enterprise Ending in 2169 Deposit

28 Answers Corporation Enterprise Ending in 2177 Lockbox

29 Upbolt, LLC Enterprise Ending in 2193 Disbursement/Payroll

Non-Debtor Affiliate Bank Accounts


Number

Account Type

1 ForeSee Results, Ltd. (UK) SVB Ending in 9814 Non-debtor UK

Operating/ Disbursement

2 Beanspublishing, Ltd. (UK) SVB Ending in 5084 Non-debtor UK


3 Webcollage Israel Ltd. First

International

Bank of Israel

Ending in 7701 Non-debtor

Disbursement


EXHIBIT B

Proposed Final Order




)

In re: ) Chapter 11

)


)


)

FINAL ORDER (I) AUTHORIZING THE DEBTORS TO (A) CONTINUE

USING THE CASH MANAGEMENT SYSTEM, AND (B) MAINTAIN EXISTING

BANK ACCOUNTS AND BUSINESS FORMS; (II) AUTHORIZING CONTINUED

INTERCOMPANY TRANSACTIONS; AND (III) GRANTING SUPERPRIORITY

ADMINISTRATIVE EXPENSE STATUS TO INTERCOMPANY CLAIMS

Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for the entry of a final order (this “Final Order”)

(a) authorizing, but not directing, the Debtors to (i) continue using their existing cash

management system and (ii) maintain existing bank accounts and business forms;

(b) authorizing, but not directing, the Debtors to (i) continue Intercompany Transactions; and

(c) granting super administrative expense priority status to postpetition Intercompany Claims; all

as more fully set forth in the Motion; and upon the First Day Declaration, and this Court having

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing

Order of Reference from the United States District Court for the Southern District of New York,

dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to







2 Capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.


2

28 U.S.C. § 157(b)(2), and that this Court may enter a final order consistent with Article III of

the United States Constitution; and this Court having found that venue of this proceeding and the

Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having

found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their

creditors, and other parties in interest; and this Court having found that the Debtors provided

adequate notice of the Motion and the opportunity for a hearing under the circumstances; and

this Court having reviewed the Motion and having heard the statements in support of the relief

requested therein at a hearing before this Court (the “Hearing”); and this Court having

determined that the legal and factual bases set forth in the Motion and at the Hearing establish

just cause for the relief granted herein; and upon all of the proceedings had before this Court; and

after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted on a final basis only as set forth herein.

2. The Debtors are authorized but not directed to: (a) continue using the Cash

Management System and honor any prepetition obligations related to the use thereof;

(b) designate, maintain, close, and continue to use on a final basis any or all of their existing

Bank Accounts, including, but not limited to, the Bank Accounts identified on Exhibit 1 hereto,

in the names and with the account numbers existing immediately before the Petition Date;

(c) deposit funds in, and withdraw funds from, the Bank Accounts by all usual means, including

checks, wire transfers, ACH transfers, and other debits; (d) treat their prepetition Bank Accounts

for all purposes as debtor in possession accounts; and (e) open new debtor-in-possession Bank

Accounts.


3

3. The Debtors are authorized, but not directed, to continue using the Purchase Cards

and the Purchase Card Program, including the American Express Account, and to pay any

prepetition amounts in connection therewith.

4. The Debtors are authorized, but not directed, to continue using, in their present form,

the Business Forms (including Purchase Cards), as well as checks and other documents related to

the Bank Accounts existing immediately before the Petition Date; provided, that the Debtors will

use reasonable efforts during the pendency of these chapter 11 cases to include a stamp on

invoices and checks to reference the Debtors’ status as debtors in possession.

5. Except as otherwise provided in this Final Order and only to the extent funds are

available in each applicable Bank Account, all Banks at which the Bank Accounts are

maintained are directed to continue to service and administer the Bank Accounts as accounts of

the Debtors as debtors in possession, without interruption and in the ordinary course, and to

receive, process, honor, and pay any and all checks, drafts, wire transfers, and ACH transfers

issued, whether before or after the Petition Date, and drawn on the Bank Accounts after the

Petition Date by the holders or makers thereof, as the case may be; provided, that the Debtors

will instruct the Banks as to which checks, drafts, wire transfers (excluding any wire transfers

that the Banks are obligated to settle), or other items presented, issued, or drawn, shall not be

honored.

6. Except for those checks, drafts, wires, or other ACH transfers that are authorized

or required to be honored under an order of the Court, no Debtor shall instruct or request any

Bank to pay or honor any check, draft, or other payment item issued on a Bank Account prior to

the Petition Date but presented to such Bank for payment after the Petition Date.


4

7. As soon as practicable after entry of this Final Order, the Debtors shall serve a

copy of this Final Order on the Banks.

8. The requirement to establish separate accounts for tax payments is hereby waived.

9. The Debtors are authorized, but not directed to: (a) pay undisputed prepetition

amounts outstanding as of the Petition Date, if any, owed in the ordinary course to the Banks as

service charges for the maintenance of the Cash Management System; and (b) reimburse the

Banks for any claims arising before or after the Petition Date in connection with customer checks

deposited with the Banks that have been dishonored or returned as a result of insufficient funds

in the Bank Accounts in the ordinary course of business, to the same extent the Debtors were

responsible for such items prior to the Petition Date.

10. The Debtors are authorized, but not directed, to enter into and engage in the

Intercompany Transactions and to take any actions related thereto. In connection therewith, the

Debtors shall continue to maintain current records with respect to all transfers of cash so that all

transactions, including the Intercompany Transactions, may be readily ascertained, traced, and

recorded properly on applicable intercompany accounts.

11. The Debtors are authorized to continue performing Intercompany Transactions in

the ordinary course of business. All Intercompany Claims arising after the Petition Date shall be

accorded superpriority administrative expense status in accordance with sections 503(b) and

364(c)(1) of the Bankruptcy Code. For the avoidance of doubt, the Intercompany Claims arising

after the Petition Date shall be unsecured, junior in priority and subordinated to the DIP

Obligations and the Adequate Protection Super-Priority Claims (each as defined in the Interim

DIP Order). The Debtors shall (a) continue to track Intercompany Transactions electronically

through their accounting system in accordance with their prepetition practices and (b) provide


5

reasonable access to such records and procedures to the Prepetition Secured Parties,3 and any

official committee appointed in these chapter 11 cases.

12. The Debtors are authorized, but not directed, to set off mutual postpetition

obligations relating to intercompany receivables and payables through the Cash Management

System. In connection therewith, the Debtors shall continue to maintain current records with

respect to all transfers of cash so that all transactions, including Intercompany Transactions, may

be readily ascertained, traced, and recorded properly on applicable intercompany accounts.

13. Notwithstanding anything to the contrary contained in this Final Order or the

Motion, any payment, obligation or other relief authorized by this Final Order shall be subject to

and limited by the requirements imposed on the Debtors under the terms of any interim and/or

final orders approving any postpetition financing and the use of cash collateral, or budget in

connection therewith, entered by this Court in these chapter 11 cases.

14. Subject to applicable bankruptcy or other law, those certain deposit agreements

existing between the Debtors and the Banks shall continue to govern the postpetition cash

management relationship between the Debtors and the Banks and, subject to applicable

bankruptcy or other law, all of the provisions of such agreements, including the termination, fee

provisions, rights, benefits, offset rights, and remedies afforded under such agreements shall

remain in full force and effect absent further order of the Court or, with respect to any such

agreement with any Bank, unless the Debtors and such Bank agree otherwise.

15. Except as otherwise set forth herein, the Debtors and the Banks may, without

further order of the Court, agree and implement changes to the Cash Management System and

3 The term “Prepetition Secured Parties” as used herein shall have the meaning ascribed to such term in the Plan.


6

procedures in the ordinary course of business, including the opening and closing of Bank

Accounts as set forth in paragraph 2 hereof.

16. The Debtors are authorized to open new bank accounts so long as any such new

account is (a) with one of the Debtors’ existing Banks or (b) with a bank that is (i) insured with

the FDIC or the Federal Savings and Loan Insurance Corporation and (ii) designated as an

authorized depository by the U.S. Trustee pursuant to the U.S. Trustee’s Operating Guidelines

and reporting Requirements for Debtors in Possession and Trustees, and (c) the Debtors provide

notice to the U.S. Trustee and the Prepetition Secured Parties of the opening of such account;

provided that all accounts opened by any of the Debtors on or after the Petition Date at any bank

shall, for purposes of this Final Order, be deemed a Bank Account as if it had been listed on

Exhibit 1 hereof; provided, however, for the avoidance of doubt, that any new Bank Account

shall be subject to the Adequate Protection Liens (as defined in the Interim DIP Order).

17. The Banks are authorized to debit the Debtors’ accounts in the ordinary course of

business and without further order of the Court on account of all checks drawn on the Debtors’

accounts that were cashed at the Banks’ counters or exchanged for cashier’s or official checks by

the payees thereof prior to the Petition Date.

18. Notwithstanding any other provision of this Final Order, should a Bank honor a

prepetition check or other item drawn on any account that is the subject of this Final Order (a) at

the direction of the Debtors to honor such prepetition check or item, (b) in a good faith belief that

the Court has authorized such prepetition check or item to be honored, or (c) as the result of an

innocent mistake made despite implementation of customary item handling procedures, the Bank

shall not be deemed to be nor shall be liable to the Debtors or their estates or otherwise be in

violation of this Final Order.


7

19. Nothing contained herein shall prevent the Debtors from closing any Bank

Accounts as they may deem necessary and appropriate, and, to the extent consistent with any

orders of the Court relating thereto, and any relevant bank is authorized to honor the Debtors’

requests to close such Bank Accounts, and the Debtors shall give notice of the closure of any

Bank Account to the U.S. Trustee and the Prepetition Secured Parties.

20. Except as otherwise provided in this Final Order, the Banks are authorized to

charge, and the Debtors are authorized to pay, honor, or allow prepetition and postpetition fees,

costs, charges, and expenses, including the Bank Fees, and charge back returned items to the

Bank Accounts in the ordinary course.

21. The relief granted in this Final Order is subject to the rights of the Prepetition

Secured Parties under the Cash Collateral Order.

22. Notwithstanding entry of this Final Order, nothing herein shall create, or is

intended to create, any rights in favor of or enhance the status of any claim held by any party.

23. Notice of the Motion satisfies the requirements set forth in Bankruptcy

Rule 6004(a).

24. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this

Interim Order are immediately effective and enforceable upon its entry.

25. All time periods set forth in this Final Order shall be calculated in accordance

with Bankruptcy Rule 9006(a).

26. Notwithstanding the relief granted in this Final Order and any actions taken

pursuant to such relief, and subject to the superpriority administrative status afforded pursuant to

paragraph 11 of this Final Order, nothing contained in the Motion or this Final Order or any

payment made pursuant to this Final Order shall constitute, nor is it intended to constitute, an


8

admission as to the validity or priority of any claim or lien against the Debtors, a waiver of the

Debtors’ rights to subsequently dispute such claim or lien (or the priority thereof), or the

assumption or adoption of any agreement, contract, or lease under section 365 of the Bankruptcy

Code.

27. In the event any of the Bank Accounts cease to comply with the requirements of

section 345 of the Bankruptcy Code during the Chapter 11 Cases, the Debtors shall provide

notice to the U.S. Trustee of such non-compliance (the “Section 345 Notice”), and the Debtors

shall have 45 days from the date of the Section 345 Notice to comply with the requirements of

Section 345 of the Bankruptcy Code.

28. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Final Order in accordance with the Motion.

29. This Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Final Order.

New York, New York

Dated: ____________, 2017 UNITED STATES BANKRUPTCY JUDGE


EXHIBIT 1

Debtor Bank Accounts


Number

Account Type

1 Answers Corporation SVB Ending in 3839 Main Concentration

2 Answers Corporation SVB Ending in 3843 Operating

3 Answers Corporation SVB Ending in 3858 Disbursement/Payroll



5 Answers Corporation SVB Ending in 6568 Utilities Account

6 Answers Corporation SVB Ending in 6492 Self-Funded Health

Insurance Account





9 Answers Corporation SVB Ending in 6549 Subtenant Security

Deposits Account





12 Answers Corporation SVB Ending in 6488 Flex Spending Account

13 Easy2 Technologies, Inc. SVB Ending in 3877 Operating

14 Easy2 Technologies, Inc. SVB Ending in 3881 Disbursement/Payroll

15 Redcan, LLC SVB Ending in 9096 Operating

16 Redcan, LLC SVB Ending in 9104 Disbursement/Payroll

17 RSR Acquisition, LLC SVB Ending in 3896 Operating

18 RSR Acquisition, LLC SVB Ending in 3904 Disbursement/Payroll

19 Webcollage Inc. SVB Ending in 7915 Operating

20 Webcollage Inc. SVB Ending in 3923 Disbursement/Payroll

21 Webcollage Inc. SVB Ending in 7789 Lockbox

22 ForeSee Results, Inc. SVB Ending in 6712 Operating

23 ForeSee Results, Inc. SVB Ending in 7173 Controlled Disbursement


2


Number

Account Type

24 ForeSee Results, Inc. SVB Ending in 6143 Lockbox

25 ForeSee Results, Inc. SVB Ending in 9779 UK Operating/

Disbursement

26 Answers Corporation Enterprise Ending in 2150 Master

27 Answers Corporation Enterprise Ending in 2169 Deposit

28 Answers Corporation Enterprise Ending in 2177 Lockbox

29 Upbolt, LLC Enterprise Ending in 2193 Disbursement/Payroll

Non-Debtor Affiliate Bank Accounts


Number

Account Type

1 ForeSee Results, Ltd. (UK) SVB Ending in 9814 Non-debtor UK


2 Beanspublishing, Ltd. (UK) SVB Ending in 5084 Non-debtor UK


3 Webcollage Israel Ltd. First

International

Bank of Israel

Ending in 7701 Non-debtor

Disbursement


EXHIBIT C

Cash Management System Schematic


XFER

Ente

rpris

e Ba

nk &

Tru

st

Answ

ers C

orpo

ratio

nCa

sh M

anag

emen

t Sys

tem

Sche

mat

ic

C u s t o m e r s

Answ

ers C

orpo

ratio

nLo

ckbo

xAc

ct #

217

7 (Z

BA)

Lock

box R

ecei

pts

Rece

ipts

6,1

45,8

12

Disb

urse

men

ts (2

32)

Answ

ers C

orpo

ratio

nO

pera

ting

Acct

Acct

# 2

150

Mas

ter A

ccou

nt /

Rece

ipts

for a

ll co

mpa

nies

Rece

ipts

9,2

57,5

98Di

sbur

sem

ents

(5,

683)

Answ

ers C

orpo

ratio

nPa

yrol

l /

Disb

urse

men

tsAc

ct #

216

9

Answ

ers C

heck

sDi

sbur

sem

ents

(2,3

33)

Upb

olt

Payr

oll /

Di

sbur

sem

ents

Acct

# 2

193

Disb

urse

men

ts o

f U

pbol

t Pay

able

sRe

ceip

ts19

8Di

sbur

sem

ents

(520

,015

)

Upb

olt,

LLC

PayP

al A

cct

Acct

# 2

4LC

Paya

bles

for t

raffi

c ac

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tion

rela

ted

to

Upbo

lt

17-1

0496

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Doc

9

File

d 03

/03/

17

Ent

ered

03/

03/1

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59

Mai

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ent

P

g 57

of 5

7

pg 1 of 57 james h.m. sprayregen, p.c. jonathan s. henes

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