EX-4.7






Exhibit 4.7



DOMESTIC SECURITY AGREEMENT





     THIS DOMESTIC SECURITY AGREEMENT dated as of February 29, 2008 (as amended, modified, restated
or supplemented from time to time, the “Security Agreement”) is by and among the parties
identified as “Grantors” on the signature pages hereto and such other parties as may become
Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the
“Grantors”) and Bank of America, National Association, as domestic administrative agent (in
such capacity, the “Domestic Administrative Agent”) for the Secured Parties (defined
below).



WITNESSETH




     WHEREAS, credit facilities have been established in favor of EMS Technologies, Inc. a Georgia
corporation (“EMS”) and EMS Technologies Canada, Ltd., a Canadian federal corporation (the
“Canadian Borrower” and together with EMS, the “Borrowers”) pursuant to the terms
of that certain Credit Agreement dated as of the date hereof (as amended, modified, supplemented
or extended from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors
from time to time party thereto, the Lenders from time to time party thereto, Bank of America,
National Association, as Domestic Administrative Agent and Domestic L/C Issuer and Bank of
America, National Association, acting through its Canada branch, as Canadian Administrative Agent
and Canadian L/C Issuer;



     WHEREAS, this Security Agreement is required under the terms of the Credit Agreement; and



     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Definitions.



     (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided
in the Credit Agreement.



     (b) The following terms shall have the meanings assigned thereto in the UCC: Accession,
Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Consumer Goods, Deposit
Account, Document, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General
Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right,
Manufactured Home, Proceeds, Software, Standing Timber, Supporting Obligation and Tangible Chattel
Paper.



     (c) As used herein, the following terms shall have the meanings set forth below:




     “Collateral” has the meaning provided in Section 2 hereof.




     “Copyright License” means any written agreement, naming any Grantor as
licensor, granting any right under any Copyright.




     “Copyrights” means (a) all copyrights registered in the United States or any
other country in all Works, now existing or hereafter created or acquired, all
registrations and recordings thereof, and all applications in connection therewith,
including, without limitation, registrations, recordings and applications in the United
States Copyright Office or in any similar office or agency of the United States, any state
thereof or any other country or political subdivision thereof, and (b) all renewals
thereof.




     “Domestic Administrative Agent” has the meaning provided in the introductory
paragraph hereof.



 









 






     “Patent License” means any agreement, whether written or oral, providing for
the grant by or to a Grantor of any right to manufacture, use or sell any invention covered
by a Patent.




     “Patents” means (a) all letters patent of the United States or any other
country or any political subdivision thereof and all reissues and extensions thereof, and
(b) all applications for letters patent of the United States or any other country and all
divisions, continuations and continuations-in-part thereof.




     “Secured Obligations” means, without duplication, (i) all advances to, and
debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Loan Party of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding, (ii) all liabilities and
obligations, whenever arising, owing from any Loan Party to any Lender or an Affiliate of
any Lender arising under any Swap Contract between any Loan Party and any Lender or
Affiliate of a Lender that is permitted to be incurred pursuant to Section 8.03(d)
of the Credit Agreement, (iii) all liabilities and obligations, whenever arising, owing
from any Loan Party to any Lender or an Affiliate of any Lender arising under any Treasury
Management Agreement between any Loan Party and any Lender or an Affiliate of any Lender,
in each case howsoever evidenced, created, incurred or acquired, whether primary,
secondary, direct, contingent, or joint and several, and all obligations and liabilities
incurred in connection with collecting and enforcing the foregoing and (iv) all costs and
expenses incurred in connection with enforcement and collection of the Secured Obligations
described in the foregoing clauses (i), (ii) and (iii), including, without limitation,
reasonable attorneys’ fees and disbursements.




     “Secured Parties” means, collectively, the Lenders and any other holder of the
Secured Obligations, and “Secured Party” means any one of them.




     “Trademark License” means any agreement, written or oral, providing for the
grant by or to a Grantor of any right to use any Trademark.




     “Trademarks” means (a) all trademarks, trade names, corporate names, company
names, business names, fictitious business names, trade styles, service marks, logos and
other source or business identifiers, and the goodwill associated therewith, now existing
or hereafter adopted or acquired, all registrations and recordings thereof, and all
applications in connection therewith, whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States or any other country, any
state thereof or any political subdivision thereof, or otherwise and (b) all renewals
thereof.




     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York.




     “Work” means any work that is subject to copyright protection pursuant to
Title 17 of the United States Code.



     2. Grant of Security Interest in the Collateral. To secure the prompt payment and
performance
in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the
Secured Obligations, each Grantor hereby grants to the Domestic Administrative Agent, for the
benefit of the Secured Parties, a continuing security interest in, and a right to set off against,
any and all right, title and interest of



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such Grantor in and to all of the following, whether now owned or existing or owned, acquired, or
arising
hereafter (collectively, the “Collateral”):




     (a) all Accounts;




     (b) all cash and currency;




     (c) all Chattel Paper;




     (d) those Commercial Tort Claims identified on Schedule 2(d) attached hereto;




     (e) all Copyrights;




     (f) all Copyright Licenses;




     (g) all Deposit Accounts;




     (h) all Documents;




     (i) all Equipment;




     (j) all Fixtures;




     (k) all General Intangibles;




     (1) all Goods;




     (m) all Instruments;




     (n) all Inventory;




     (o) all Investment Property;




     (p) all Letter-of-Credit Rights;





     (q) all Patents;




     (r) all Patent Licenses;





     (s) all Software;




     (t) all Supporting Obligations;




     (u) all Trademarks;




     (v) all Trademark Licenses; and




     (w) to the extent not otherwise included, all Accessions and all Proceeds of any and
all of the foregoing.



     The Grantors and the Domestic Administrative Agent, on behalf of the Secured Parties, hereby
acknowledge and agree that the security interest created hereby in the Collateral (i)
constitutes continuing




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collateral security for all of the Secured Obligations, whether now existing or hereafter arising
and (ii) is not and shall not be construed as an assignment of any Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks or Trademark Licenses.




     Notwithstanding anything to the contrary contained herein, the security interests granted
under this Security Agreement shall not extend to (and the following shall not be included as
Collateral) (i) Excluded Domestic Property, and (ii) any General Intangible, permit, lease,
license, contract or other Instrument of a Grantor if the grant of a security interest in such
General Intangible, permit, lease, license, contract or other Instrument in the manner contemplated
by this Security Agreement, under the terms thereof or under applicable Law, is prohibited and
would result in the termination thereof or give the other parties thereto the right to terminate,
accelerate or otherwise alter such Grantor’s rights, titles and interests thereunder (including
upon the giving of notice or the lapse of time or both); provided that (a) any such
limitation described above on the security interests granted hereunder shall only apply to the
extent that any such prohibition is not rendered ineffective pursuant to the UCC or any other
applicable Law (including Debtor Relief Laws) or principles of equity and (b) in the event of the
termination or elimination of any such prohibition or the requirement for any consent contained in
any applicable Law, General Intangible, permit, lease, license, contract or other Instrument, to
the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting
of any such consent, or waiving or terminating any requirement for such consent, a security
interest in such General Intangible, permit, lease, license, contract or other Instrument shall be
automatically and simultaneously granted hereunder and shall be included as Collateral hereunder.



     3. Provisions Relating to Accounts.



     (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable
under each of the Accounts to observe and perform all the conditions and obligations to be observed
and performed by it thereunder, all in accordance with the terms of any agreement giving rise to
each such Account. Neither the Domestic Administrative Agent nor any Secured Party shall have any
obligation or liability under any Account (or any agreement giving rise thereto) by reason of or
arising out of this Security Agreement or the receipt by the Domestic Administrative Agent or any
Secured Party of any payment relating to such Account pursuant hereto, nor shall the Domestic
Administrative Agent or any Secured Party be obligated in any manner to perform any of the
obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto),
to make any payment, to make any inquiry as to the nature or the sufficiency of any payment
received by it or as to the sufficiency of any performance by any party under any Account (or any
agreement giving rise thereto), to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts that may have been assigned to it or to which
it may be entitled at any time or times.



     (b) At any time after the occurrence and during the continuation of an Event of Default, (i)
the Domestic Administrative Agent shall have the right, but not the obligation, to make test
verifications of the Accounts in any manner and through any medium that it reasonably considers
advisable, and the Grantors shall furnish all such assistance and information as the Domestic
Administrative Agent may reasonably require in connection with such test verifications, (ii) upon
the Domestic Administrative Agent’s request and at the expense of the Grantors, the Grantors shall
cause independent public accountants or others satisfactory to the Domestic Administrative Agent
to furnish to the Domestic Administrative Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Accounts and (iii) the Domestic Administrative Agent
in its own name or in the name of others may communicate with account debtors on the Accounts to
verify with them to the Domestic Administrative Agent’s satisfaction the existence, amount and
terms of any Accounts.



     4. Representations and Warranties. Each Grantor hereby represents and warrants to the
Domestic Administrative Agent, for the benefit of the Secured Parties, that so long as any of
the Secured
Obligations remains outstanding and until all of the commitments relating thereto have been
terminated:



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     (a) Legal Name.




     (i) Each Grantor’s exact legal name (and for the prior five years or since the
date of its formation has been), and each Grantor’s taxpayer identification number and
organization identification number are as set forth on Schedule 6.20(c) to the
Credit Agreement.




     (ii) Each Grantor’s state of formation is (and for the prior five years or since the
date of its formation has been) as set forth on Schedule 6.20(c) to the Credit
Agreement.




     (iii) Other than as set forth on Schedule 6.20(c) to the Credit Agreement, no
Grantor has been party to a merger, consolidation or other change in structure or used any
tradename in the prior five years.




     (b) Ownership. Each Grantor is the legal and beneficial owner of its Collateral and
has the right to pledge, sell, assign or transfer the same.




     (c) Security Interest/Priority. This Security Agreement creates a valid security
interest in favor of the Domestic Administrative Agent, for the benefit of the Secured Parties, in
the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid,
perfected security interest in such Collateral, to the extent such security interest can be
perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.




     (d) Types of Collateral. None of the Collateral consists of, or is the Accessions or
the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes, or
Standing Timber.




     (e) Accounts. With respect to the Accounts of the Grantors reflected as accounts
receivable on the consolidated balance sheet of EMS and its Subsidiaries most recently delivered
to the Domestic Administrative Agent pursuant to the Credit Agreement, (i) each Account of the
Grantors and the papers and documents relating thereto are genuine and in all material respects
what they purport to be, (ii) each Account arises out of (A) a bona fide sale of goods sold and
delivered by such Grantor (or is in the process of being delivered) or (B) services theretofore
actually rendered by such Grantor to, the account debtor named therein, (iii) any Account of a
Grantor evidenced by any Instrument or Chattel Paper has, to the extent requested by the Domestic
Administrative Agent, been endorsed over and delivered to, or submitted to the control of, the
Domestic Administrative Agent and (iv) no surety bond was required or given in connection with any
Account of a Grantor or the contracts or purchase orders out of which they arose.




     (f) Inventory. No Inventory of a Grantor is held by any Person other than a Grantor
pursuant to consignment, sale or return, sale on approval or similar arrangement.




     (g) Copyrights, Patents and Trademarks.




     (i) Schedule 6.17 to the Credit Agreement includes all Copyrights,
Copyright
Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses owned by any Grantor
in its own name, or to which any Grantor is a party, as of the date hereof (other than
with respect to off-the-shelf software) and registered in the name of such Grantor.




     (ii) Each Copyright, Patent and Trademark is valid, subsisting, unexpired,
enforceable and has not been abandoned as of the date hereof.



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     (iii) Except as set forth in Schedule 6.17 to the Credit Agreement,
none of the Copyrights, Patents and Trademarks is the subject of any licensing or
franchise agreement as of the date hereof (other than with respect to off-the-shelf
software).




     (iv) No holding, decision or judgment has been rendered by any Governmental
Authority that would limit, cancel or question the validity of any Copyright,
Patent or Trademark.




     (v) No action or proceeding is pending seeking to limit, cancel or question
the validity of any Copyright, Patent or Trademark, or that, if adversely
determined, could reasonably be expected to have a material adverse effect on the
value of any Copyright, Patent or Trademark.




     (vi) All applications pertaining to the Copyrights, Patents and Trademarks of
each Grantor have been duly and properly filed, and all registrations or letters
pertaining to such Copyrights, Patents and Trademarks have been duly and properly
filed and issued, and all of such Copyrights, Patents and Trademarks are valid and
enforceable.




     (vii) No Grantor has made any assignment or agreement in conflict with the
security interest in the Copyrights, Patents or Trademarks of any Grantor
hereunder.




     (h) Commercial Tort Claims. Such Grantor has no commercial tort claims other
than (i) those listed on Schedule 2(d). or (ii) as to which the actions required by
Section 5(k) have been taken.



     5. Covenants. Each Grantor covenants that, so long as any of the Secured Obligations
remains



     outstanding and until all of the commitments relating thereto have been terminated, such Grantor
shall:




     (a) Other Liens. Defend the Collateral against Liens therein other than
Permitted Liens.




     (b) Instruments/Tangible Chattel Paper/Documents. If any amount payable under
or in connection with any of the Collateral shall be or become evidenced by any Instrument
or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or
shipped subject to a Document, (i) ensure that such Instrument, Tangible Chattel Paper or
Document is either in the possession of such Grantor at all times or, if requested by the
Domestic Administrative Agent, is immediately delivered to the Domestic Administrative
Agent, duly endorsed in a manner satisfactory to the Domestic Administrative Agent and (ii)
ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend
acceptable to the Domestic Administrative Agent indicating the Domestic Administrative
Agent’s security interest in such Tangible Chattel Paper.




     (c) Change in Structure, Location or Type. Not, without providing ten days
prior written notice to the Domestic Administrative Agent (i) change its name or state of
formation, (ii) be party to a merger, consolidation or other change in structure except as
permitted by the Credit Agreement or (iii) use any tradename other than as set forth on
Schedule 6.20(c) to the Credit Agreement.




     (d) Perfection of Security Interest. Execute and deliver to the Domestic
Administrative Agent such agreements, assignments or instruments and do all such other
things as the Domestic Administrative Agent may reasonably deem necessary, appropriate or
convenient (i) to assure to the Domestic Administrative Agent the effectiveness, perfection
and priority of its security interests in the Collateral hereunder, including (A) such
instruments as the Domestic Administrative Agent may




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from time to time reasonably request in order to perfect and maintain the security interests
granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of
Security Interest in Copyrights for filing with the United States Copyright Office in the form of
Exhibit 5(d)(1) attached hereto, (C) with regard to Patents, a Notice of Grant of Security
Interest in Patents for filing with the United States Patent and Trademark Office in the form of
Exhibit 5(d)(ii) attached hereto and (D) with regard to Trademarks registered with the
United States Patent and Trademark Office and all applications for Trademarks filed with the United
States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing
with the United States Patent and Trademark Office in the form of Exhibit 5(d)(iii)
attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise
protect and assure the Domestic Administrative Agent of its rights and interests hereunder. To that
end, each Grantor authorizes the Domestic Administrative Agent to file one or more financing
statements (with collateral descriptions broader, including without limitation “all assets” and/or
“all personal property” collateral descriptions, and/or less specific than the description of the
Collateral contained herein) disclosing the Domestic Administrative Agent’s security interest in
any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further
each Grantor also hereby irrevocably makes, constitutes and appoints the Domestic Administrative
Agent, its nominee or any other Person whom the Domestic Administrative Agent may designate, as
such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of
such Grantor any such financing statements (including renewal statements), amendments and
supplements, notices or any similar documents that in the Domestic Administrative Agent’s
reasonable discretion would be necessary, appropriate or convenient in order to perfect and
maintain perfection of the security interests granted hereunder, such power, being coupled with an
interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and
until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that
a carbon, photographic or other reproduction of this Security Agreement or any such financing
statement is sufficient for filing as a financing statement by the Domestic Administrative Agent
without notice thereof to such Grantor wherever the Domestic Administrative Agent may in its sole
discretion desire to file the same. In the event for any reason the law of any jurisdiction other
than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to
any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and
to do all such other things as the Domestic Administrative Agent in its sole discretion reasonably
deems necessary, appropriate or convenient to preserve, protect and enforce the security interests
of the Domestic Administrative Agent under the law of such other jurisdiction (and, if a Grantor
shall fail to do so promptly upon the request of the Domestic Administrative Agent, then the
Domestic Administrative Agent may execute any and all such requested documents on behalf of such
Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the
possession or control of a Grantor’s agents and the Domestic Administrative Agent so requests, such
Grantor agrees to notify such agents in writing of the Domestic Administrative Agent’s security
interest therein and, upon the Domestic Administrative Agent’s request, instruct them to hold all

such Collateral for the account of the Secured Parties, subject to the Domestic Administrative
Agent’s instructions. Each Grantor agrees to mark its books and records to reflect the security
interest of the Domestic Administrative Agent in the Collateral.




     (e) Control. Execute and deliver (and cause to be executed and delivered) all
agreements, assignments, instruments or other documents as the Domestic Administrative Agent shall
reasonably request for the purpose of obtaining and maintaining control within the meaning of the
UCC with respect to any Collateral consisting of Deposit Accounts, Investment Property,
Letter-of-Credit Rights and Electronic Chattel Paper.



     (f) Collateral held by Warehouseman, Bailee, etc. If any Collateral is at any time in
the possession or control of a warehouseman, bailee, agent or processor of such Grantor and is
expected to remain in possession and control of such third party, (i) notify the Domestic
Administrative Agent



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of such possession or control, (ii) notify such Person of the Domestic Administrative Agent’s
security interest in such Collateral, (iii) instruct such Person to hold all such Collateral for
the Domestic Administrative Agent’s account and subject to the Domestic Administrative Agent’s
instructions and (iv) obtain an acknowledgment from such Person that it is holding such Collateral
for the benefit of the Domestic Administrative Agent.




     (g) Treatment of Accounts. Not grant or extend the time for payment of any Account,
or compromise or settle any Account for less than the full amount thereof, or release any Person
or property, in whole or in part, from payment thereof, or allow any credit or discount thereon,
in each case other than as normal and customary in the ordinary course of a Grantor’s business or
as required by law.



     (h) Covenants Relating to Copyrights.




     (i) Not do any act or knowingly omit to do any act whereby any Copyright
owned by it may become invalidated and (A) not do any act, or knowingly omit to do any
act, whereby any Copyright owned by it may become injected into the public domain; (B)
notify the Domestic Administrative Agent immediately if it knows that any Copyright owned
by it may become injected into the public domain or of any adverse determination or
development (including, without limitation, the institution of, or any such determination
or development in, any court or tribunal in the United States or any other country)
regarding a Grantor’s ownership of any such Copyright or its validity; (C) take all
necessary steps as it shall deem appropriate under the circumstances, to maintain and
pursue each application (and to obtain the relevant registration) of each Copyright owned
by a Grantor and to maintain each registration of each Copyright owned by a Grantor
including, without limitation, filing of applications for renewal where necessary; and (D)
promptly notify the Domestic Administrative Agent of any infringement of any Copyright of
a Grantor of which it becomes aware and take such actions as it shall reasonably deem
appropriate under the circumstances to protect such Copyright, including, where
appropriate, the bringing of suit for infringement, seeking injunctive relief and seeking
to recover any and all damages for such infringement.




     (ii) Not make any assignment or agreement in conflict with the security interest in
the Copyrights of each Grantor hereunder (other than in connection with a Permitted Lien
or as otherwise provided in the Credit Agreement).



     (i) Covenants Relating to Patents and Trademarks.




     (i) (A) Continue to use each Trademark on each and every trademark class of
goods applicable to its current line as reflected in its current catalogs, brochures and
price lists in order to maintain such Trademark in full force free from any claim of
abandonment for non-use, (B) maintain as in the past the quality of products and services
offered under such Trademark, (C) employ such Trademark with the appropriate notice of
registration, if applicable, (D) not adopt or use any mark that is confusingly similar or a
colorable imitation of such Trademark unless the Domestic Administrative Agent, for the
ratable benefit of the Secured Parties, shall obtain a perfected security interest in such
Trademark pursuant to this Security Agreement, and (E) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby any such
Trademark owned by a Grantor may become invalidated.




     (ii) Not do any act, or omit to do any act, whereby any Patent owned by a Grantor may
become abandoned or dedicated.



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     (iii) Notify the Domestic Administrative Agent and the Secured Parties promptly if it
knows that any application or registration relating to any Patent or Trademark owned by a
Grantor may become abandoned or dedicated, or of any adverse determination or development
(including, without limitation, the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office or any
court or tribunal in any country) regarding a Grantor’s ownership of any Patent or
Trademark or its right to register the same or to keep and maintain the same.




     (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or
designee, shall file an application for the registration of any Patent or Trademark with
the United States Patent and Trademark Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such filing to the
Domestic Administrative Agent as required by the Credit Agreement. Upon request of the
Domestic Administrative Agent, a Grantor shall execute and deliver any and all agreements,
instruments, documents and papers as the Domestic Administrative Agent may reasonably
request to evidence the security interest of the Domestic Administrative Agent and the
Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general
intangibles of a Grantor relating thereto or represented thereby.




     (v) Take all reasonable and necessary steps, including, without limitation, in any
proceeding before the United States Patent and Trademark Office, or any similar office or
agency in any other country or any political subdivision thereof, to maintain and pursue
each application (and to obtain the relevant registration) and to maintain each
registration of each Patent and Trademark owned by a Grantor, including, without
limitation, filing of applications for renewal, affidavits of use and affidavits of
incontestability.




     (vi) Promptly notify the Domestic Administrative Agent after it learns that any
Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by
a third party and take such actions as it shall reasonably deem appropriate under the
circumstances to protect such Patent or Trademark.




     (vii) Not make any assignment or agreement in conflict with the security interest in
the Patents or Trademarks of each Grantor hereunder (other than in connection with a
Permitted Lien or as otherwise provided in the Credit Agreement).



     (j) Insurance. Insure, repair and replace the Collateral of such Grantor as set
forth in the Credit Agreement. All insurance proceeds shall be subject to the security interest of the
Domestic Administrative Agent hereunder.



     (k) Commercial Tort Claims.




     (i) Promptly notify the Domestic Administrative Agent in writing of the
initiation of any Commercial Tort Claim before any Governmental Authority by or in favor of
such Grantor.




     (ii) Execute and deliver such statements, documents and notices and do and cause to
be done all such things as the Domestic Administrative Agent may reasonably deem
necessary, appropriate or convenient, or as are required by law, to create, perfect and
maintain the Domestic Administrative Agent’s security interest in any Commercial Tort
Claim.




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     6. Advances by Domestic Administrative Agent. On failure of any Grantor to perform any
of the covenants and agreements contained herein which constitutes an Event of Default and while
such Event of Default continues, the Domestic Administrative Agent may, at its sole option and in
its sole discretion, perform the same and in so doing may expend such sums as the Domestic
Administrative Agent may reasonably deem advisable in the performance thereof, including, without
limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a
release of a Lien or potential Lien, expenditures made in defending against any adverse claim and
all other expenditures that the Domestic Administrative Agent may make for the protection of the
security hereof or that may be compelled to make by operation of law. All such sums and amounts so
expended shall be repayable by the Grantors on a joint and several basis (subject to Section
22 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional
Secured Obligations and shall bear interest from the date said amounts are expended at the Default
Rate. No such performance of any covenant or agreement by the Domestic Administrative Agent on
behalf of any Grantor, and no such advance or expenditure therefor, shall relieve the Grantors of
any default under the terms of this Security Agreement, the other Loan Documents or any other
documents relating to the Secured Obligations. The Domestic Administrative Agent may make any
payment hereby authorized in accordance with any bill, statement or estimate procured from the
appropriate public office or holder of the claim to be discharged, without inquiry into the
accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale,
forfeiture, tax lien, title or claim except to the extent such payment is being contested in good
faith by a Grantor in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.



     7. Remedies.



     (a) General Remedies. Upon the occurrence of an Event of Default and during the
continuation thereof, the Domestic Administrative Agent shall have, in addition to the rights and
remedies provided herein, in the Loan Documents, in any other documents relating to the Secured
Obligations, or by law (including, without limitation, levy of attachment and garnishment), the
rights and remedies of a secured party under the Uniform Commercial Code of the jurisdiction
applicable to the affected Collateral and, further, the Domestic Administrative Agent may, with or
without judicial process or the aid and assistance of others to the extent permitted by applicable
law, (i) enter on any premises on which any of the Collateral may be located and, without
resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any
Collateral on any such premises, (iii) require the Grantors to assemble and make available to the
Domestic Administrative Agent at the expense of the Grantors any Collateral at any place and time
designated by the Domestic Administrative Agent that is reasonably convenient to both parties,
(iv) remove any Collateral from any such premises for the purpose of effecting sale or other
disposition thereof, and/or (v) without demand and without advertisement, notice, hearing or
process of law, all of which each of the Grantors hereby waives to the fullest extent permitted by
law, at any place and time or times, sell and deliver any or all Collateral held by or for it at
public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or
otherwise, at such prices and upon such terms as the Domestic Administrative Agent deems
advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of
the Grantors acknowledges that any private sale referenced above may be at prices and on terms
less favorable to the seller than the prices and terms that might have been obtained at a public
sale. In addition to all other sums due the Domestic Administrative Agent and the Secured Parties
with respect to the Secured Obligations, the Grantors shall pay the Domestic Administrative Agent
and each of the Secured Parties all reasonable documented costs and expenses incurred by the
Domestic Administrative Agent or any such Secured Party, in enforcing its remedies hereunder
including, but not limited to, attorneys’ fees and court costs, in obtaining or liquidating the
Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of
any action or proceeding by or against the Domestic Administrative Agent or the Secured Parties or
the Grantors concerning any matter arising out of or connected with this Security Agreement, any
Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising
in, arising under or related to a case under the Debtor Relief Laws. To the extent the rights of
notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable
notice shall be met if such notice is personally served



10









 







on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of
Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or
other event giving rise to the requirement of such notice. The Domestic Administrative Agent shall
not be obligated to make any sale or other disposition of the Collateral regardless of notice
having been given. To the extent permitted by law, any Secured Party may be a purchaser at any such
sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its
rights of redemption with respect to any such sale. Subject to the provisions of applicable law,
the Domestic Administrative Agent and the Secured Parties may postpone or cause the postponement of
the sale of all or any portion of the Collateral by announcement at the time and place of such
sale, and such sale may, without further notice, to the extent permitted by law, be made at the
time and place to which the sale was postponed, or the Domestic Administrative Agent may further
postpone such sale by announcement made at such time and place.



     (b) Remedies relating to Accounts. Upon the occurrence of an Event of Default and
during the continuation thereof, whether or not the Domestic Administrative Agent has exercised any
or all of its rights and remedies hereunder, (i) each Grantor will promptly upon request of the
Domestic Administrative Agent instruct all account debtors to remit all payments in respect of
Accounts to a mailing location selected by the Domestic Administrative Agent and (ii) the Domestic
Administrative Agent shall have the right to enforce any Grantor’s rights against its customers and
account debtors, and the Domestic Administrative Agent or its designee may notify (or require any
Grantor to notify) any Grantor’s customers and account debtors that the Accounts of such Grantor
have been assigned to the Domestic Administrative Agent or of the Domestic Administrative Agent’s
security interest therein, and may (either in its own name or in the name of a Grantor or both)
demand, collect (including without limitation by way of a lockbox arrangement), receive, take
receipt for, sell, sue for, compound, settle, compromise and give acquittance for any and all
amounts due or to become due on any Account, and, in the Domestic Administrative Agent’s
discretion, file any claim or take any other action or proceeding to protect and realize upon the
security interest of the Secured Parties in the Accounts. Each Grantor acknowledges and agrees that
the Proceeds of its Accounts remitted to or on behalf of the Domestic Administrative Agent in
accordance with the provisions hereof shall be solely for the Domestic Administrative Agent’s own
convenience. The Domestic Administrative Agent and the Secured Parties shall have no liability or
responsibility to any Grantor for acceptance of a check, draft or other order for payment of money
bearing the legend “payment in full” or words of similar import or any other restrictive legend or
endorsement or be responsible for determining the correctness of any remittance. Each Grantor
hereby agrees to indemnify the Domestic Administrative Agent and the Secured Parties from and
against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and
attorneys’ fees suffered or incurred by the Domestic Administrative Agent or the Secured Parties
(each, an “Indemnified Party”) because of the maintenance of the foregoing arrangements
except as relating to or arising out of the gross negligence or willful misconduct of an
Indemnified Party or its officers, employees or agents. In the case of any investigation,
litigation or other proceeding, the foregoing indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by a Grantor, its directors, shareholders or
creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a
party thereto.



     (c) Access. In addition to the rights and remedies hereunder, upon the occurrence of
an Event of Default and during the continuation thereof, the Domestic Administrative Agent shall
have the right to enter and remain upon the various premises of the Grantors without cost or
charge to the Domestic Administrative Agent, and use the same, together with materials, supplies,
books and records of the Grantors for the purpose of collecting and liquidating the Collateral, or
for preparing for sale and conducting the sale of the Collateral, whether by foreclosure, auction
or otherwise. In addition, the Domestic Administrative Agent may remove Collateral, or any part
thereof, from such premises and/or any records with respect thereto, in order to effectively
collect or liquidate such Collateral.



     (d) Nonexclusive Nature of Remedies. Failure by the Domestic Administrative Agent or
the Secured Parties to exercise any right, remedy or option under this Security Agreement, any
other Loan Document, any other documents relating to the Secured Obligations, or as provided by
law, or any delay by



11









 







the Domestic Administrative Agent or the Secured Parties in exercising the same, shall not operate
as a waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it
is in writing, signed by the party against whom such waiver is sought to be enforced and then only
to the extent specifically stated, which in the case of the Domestic Administrative Agent or the
Secured Parties shall only be granted as provided herein. To the extent permitted by law, neither
the Domestic Administrative Agent, the Secured Parties, nor any party acting as attorney for the
Domestic Administrative Agent or the Secured Parties, shall be liable hereunder for any acts or
omissions or for any error of judgment or mistake of fact or law other than their gross negligence
or willful misconduct hereunder. The rights and remedies of the Domestic Administrative Agent and
the Secured Parties under this Security Agreement shall be cumulative and not exclusive of any
other right or remedy that the Domestic Administrative Agent or the Secured Parties may have.



     (e) Retention of Collateral. To the extent permitted under applicable law, in
addition to the rights and remedies hereunder, upon the occurrence and during the continuance of
an Event of Default, the Domestic Administrative Agent may, after providing the notices required
by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable
law of the relevant jurisdiction, accept or retain all or any portion of the Collateral in
satisfaction of the Secured Obligations. Unless and until the Domestic Administrative Agent shall
have provided such notices, however, the Domestic Administrative Agent shall not be deemed to have
accepted or retained any Collateral in satisfaction of any Secured Obligations for any reason.



     (f) Deficiency. In the event that the proceeds of any sale, collection or realization
are insufficient to pay all amounts to which the Domestic Administrative Agent or the Secured
Parties are legally entitled, the Grantors shall be jointly and severally liable for the
deficiency (subject to Section 22 hereof), together with interest thereon at the Default
Rate, together with the costs of collection and attorneys’ fees. Any surplus remaining after the
full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to
whomsoever a court of competent jurisdiction shall determine to be entitled thereto.



     8. Rights of the Domestic Administrative Agent.



     (a) Power of Attorney. In addition to other powers of attorney contained herein, each
Grantor hereby designates and appoints the Domestic Administrative Agent, on behalf of the Secured
Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and
with power of substitution, with authority to take any or all of the following actions upon the
occurrence and during the continuation of an Event of Default:




     (i) to demand, collect, settle, compromise and adjust, and give discharges and
releases
concerning the Collateral, all as the Domestic Administrative Agent may reasonably deem
appropriate;




     (ii) to commence and prosecute any actions at any court for the purposes of collecting
any of the Collateral and enforcing any other right in respect thereof;




     (iii) to defend, settle or compromise any action, suit or proceeding brought and, in
connection therewith, give such discharge or release as the Domestic Administrative Agent
may reasonably deem appropriate;




     (iv) to receive, open and dispose of mail addressed to a Grantor and endorse checks,
notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other
instruments or documents evidencing payment, shipment or storage of the goods giving rise
to the Collateral on behalf of and in the name of such Grantor, or securing, or relating to
such Collateral;



12









 






     (v) to pay or discharge taxes, liens, security interests or other encumbrances levied
or placed on or threatened against the Collateral;




     (vi) to direct any parties liable for any payment in connection with any of the
Collateral to make payment of any and all monies due and to become due thereunder directly
to the Domestic Administrative Agent or as the Domestic Administrative Agent shall direct;




     (vii) to receive payment of and receipt for any and all monies, claims, and other
amounts due and to become due at any time in respect of or arising out of any Collateral;




     (viii) to sell, assign, transfer, make any agreement in respect of, or otherwise deal
with or exercise rights in respect of, any Collateral or the goods or services that have
given rise thereto, as fully and completely as though the Domestic Administrative Agent
were the absolute owner thereof for all purposes;




     (ix) to adjust and settle claims under any insurance policy relating thereto;




     (x) to execute and deliver all assignments, conveyances, statements, financing
statements, renewal financing statements, security and pledge agreements, affidavits,
notices and other agreements, instruments and documents that the Domestic Administrative
Agent may reasonably deem appropriate in order to perfect and maintain the security
interests and liens granted in this Security Agreement and in order to fully consummate all
of the transactions contemplated therein;




     (xi) to institute any foreclosure proceedings that the Domestic Administrative Agent
may reasonably deem appropriate; and




     (xii) to do and perform all such other acts and things as the Domestic Administrative
Agent may reasonably deem appropriate or convenient in connection with the Collateral.



     This power of attorney is a power coupled with an interest and shall be irrevocable for so
long as any of the Secured Obligations shall remain outstanding and until all of the commitments
relating thereto shall have been terminated. The Domestic Administrative Agent shall be under no
duty to exercise or withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Domestic Administrative Agent in this Security Agreement,
and shall not be liable for any failure to do so or any delay in doing so. The Domestic
Administrative Agent shall not be liable for any act or omission or for any error of judgment or
any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except
acts or omissions resulting from its gross negligence or willful misconduct. This power of
attorney is conferred on the Domestic Administrative Agent solely to protect, preserve and realize
upon its security interest in the Collateral.



     (b) The Domestic Administrative Agent’s Duty of Care. Other than the exercise of
reasonable care to assure the safe custody of the Collateral while being held by the Domestic
Administrative Agent hereunder and to account for all proceeds thereof, the Domestic
Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it
being understood and agreed that the Grantors shall be responsible for preservation of all rights
in the Collateral, and the Domestic Administrative Agent shall be relieved of all responsibility
for the Collateral upon surrendering it or tendering the surrender of it to the Grantors. The
Domestic Administrative Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which the Domestic Administrative Agent accords its own property,
which shall be no less than the treatment employed by a reasonable and prudent agent in the
industry, it being understood that the Domestic Administrative Agent shall not have responsibility
for taking any necessary steps to



13









 







preserve rights against any parties with respect to any of the Collateral. In the event of a
public or private sale of Collateral pursuant to Section 7 hereof, the Domestic
Administrative Agent shall have no obligation to clean, repair or otherwise prepare the Collateral
for sale.



     9. Application of Proceeds. Upon the occurrence and during the continuation of an
Event of Default, any payments in respect of the Secured Obligations and any proceeds of the
Collateral, when received by the Domestic Administrative Agent or any of the Secured Parties in
cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set
forth in Section 9.03 of the Credit Agreement, and each Grantor irrevocably waives the
right to direct the application of such payments and proceeds and acknowledges and agrees that the
Domestic Administrative Agent shall have the continuing and exclusive right to apply and reapply
any and all such payments and proceeds in the Domestic Administrative Agent’s sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.



     10. Continuing Agreement.



     (a) This Security Agreement shall be a continuing agreement in every respect and shall remain
in full force and effect so long as any of the Secured Obligations remains outstanding and until
all of the commitments relating thereto have been terminated. Upon payment or other satisfaction
of all Secured Obligations and termination of the commitments related thereto, this Security
Agreement and the liens and security interests of the Domestic Administrative Agent hereunder
shall be automatically terminated and the Domestic Administrative Agent shall, upon the request
and at the expense of the Grantors, execute and deliver all UCC termination statements and/or
other documents reasonably requested by the Grantors evidencing such termination and return to
Grantors all Collateral in its possession. Notwithstanding the foregoing, all releases and
indemnities provided hereunder shall survive termination of this Security Agreement.



     (b) This Security Agreement shall continue to be effective or be automatically reinstated, as
the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is
rescinded or must otherwise be restored or returned by the Domestic Administrative Agent or any
Secured Party as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency
or similar law, all as though such payment had not been made; provided that in the event payment
of all or any part of the Secured Obligations is rescinded or must be restored or returned, all
costs and expenses (including, without limitation, attorneys’ fees and disbursements) incurred by
the Domestic Administrative Agent or any Secured Party in defending and enforcing such
reinstatement shall be deemed to be included as a part of the Secured Obligations.



     11. Amendments and Waivers. This Security Agreement and the provisions hereof may
not be amended, waived, modified, changed, discharged or terminated except as set forth in
Section 11.01 of the Credit Agreement.



     12. Successors in Interest. This Security Agreement shall create a continuing
security interest in the Collateral and shall be binding upon each Grantor, its successors and
assigns, and shall inure, together with the rights and remedies of the Domestic Administrative
Agent and the Secured Parties hereunder, to the benefit of the Domestic Administrative Agent and
the Secured Parties and their successors and permitted assigns; provided, however,
none of the Grantors may assign its rights or delegate its duties hereunder without the prior
written consent of the requisite Lenders under the Credit Agreement.



     13. Notices. All notices required or permitted to be given under this Security
Agreement shall be given as provided in Section 11.02 of the Credit Agreement.



     14. Counterparts. This Security Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an original, but all of which
shall constitute one and



14









 







the same instrument. It shall not be necessary in making proof of this Security Agreement to
produce or account for more than one such counterpart.



     15. Headings. The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of any provision of
this Security Agreement.



     16. Governing Law; Submission to Jurisdiction; Venue.



     (a) THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE; PROVIDED THAT THE DOMESTIC ADMINISTRATIVE AGENT AND EACH SECURED PARTY SHALL RETAIN
ALL RIGHTS ARISING UNDER FEDERAL LAW.



     (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK, NEW YORK OR OF
THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
SECURITY AGREEMENT, EACH GRANTOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND
EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH GRANTOR AND THE DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF
ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS SECURITY
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GRANTOR AND THE
DOMESTIC ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE
LAW OF SUCH STATE.



     17. Waiver of Right to Trial by Jury.



     EACH PARTY TO THIS SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS SECURITY AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS SECURITY AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT



     18. Severability. If any provision of this Security Agreement is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall
remain in full force and effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.




15












 





     19. Entirety. This Security Agreement, the other Loan Documents and the other
documents relating to the Secured Obligations represent the entire agreement of the parties hereto
and thereto, and supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Loan Documents, any other
documents relating to the Secured Obligations, or the transactions contemplated herein and
therein.



     20. Survival. All representations and warranties of the Grantors hereunder shall
survive the execution and delivery of this Security Agreement, the other Loan Documents and the
other documents relating to the Secured Obligations, the delivery of the Notes and the extension
of credit thereunder or in connection therewith.



     21. Other Security. To the extent that any of the Secured Obligations are now or
hereafter secured by property other than the Collateral (including, without limitation, real
property and securities owned by a Grantor), or by a guarantee, endorsement or property of any
other Person, then to the extent permitted by applicable law the Domestic Administrative Agent
shall have the right to proceed against such other property, guarantee or endorsement upon the
occurrence and during the continuation of any Event of Default, and the Domestic Administrative
Agent shall have the right, in its sole discretion, to determine which rights, security, liens,
security interests or remedies the Domestic Administrative Agent shall at any time pursue,
relinquish, subordinate, modify or take with respect thereto, without in any way modifying or
affecting any of them or the Secured Obligations or any of the rights of the Domestic
Administrative Agent or the Secured Parties under this Security Agreement, under any of the other
Loan Documents or under any other document relating to the Secured Obligations.



     22. Joint and Several Obligations of Grantors.



     (a) Subject to subsection (c) of this Section 22, each of the Grantors is accepting
joint and several liability hereunder in consideration of the financial accommodation to be
provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the
Grantors and in consideration of the undertakings of each of the Grantors to accept joint and
several liability for the obligations of each of them.



     (b) Subject to subsection (c) of this Section 22, each of the Grantors jointly and
severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Grantors with respect to the payment and
performance of all of the Secured Obligations arising under this Security Agreement, the other
Loan Documents and any other documents relating to the Secured Obligations, it being the intention
of the parties hereto that all the Secured Obligations shall be the joint and several obligations
of each of the Grantors without preferences or distinction among them.



     (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan
Documents or in any other documents relating to the Secured Obligations, the obligations of each
Grantor under the Credit Agreement, the other Loan Documents and the other documents relating to
the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that
would not render such obligations subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any applicable state law.



[Signature Pages Follow]






16









 








     Each of the parties hereto has caused a counterpart of this Security Agreement
to be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	GRANTORS: 	EMS TECHNOLOGIES, INC.,
a Georgia corporation

 	 
	 	By:  	
/s/ Don T. Scartz
 	 
	 	 	Name:  	Don T. Scartz 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	LXE INC.,
a Georgia corporation

 	 
	 	By:  	/s/ Don T. Scartz
 	 
	 	 	Name:  	Don T. Scartz 	 
	 	 	Title:  	Treasurer and Assistant Secretary 	 
	 



EMS TECHNOLOGIES, INC.

DOMESTIC SECURITY AGREEMENT














 







Accepted and agreed to as of the date first above written.




	 	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION,
as Domestic Administrative Agent

 	 	 
	By:  	/s/ Anne M. Zeschke
 	 	 
	 	Name:  	Anne M. Zeschke 	 	 
	 	Title:  	Assistant Vice President 	 	 
	 



EMS TECHNOLOGIES, INC.

DOMESTIC SECURITY AGREEMENT















 








SCHEDULE 2(d)




COMMERCIAL TORT CLAIMS




None.














 





EXHIBIT 5(d)(i)




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




COPYRIGHTS



United States Copyright Office



Ladies and Gentlemen:





     Please be advised that pursuant to the Domestic Security Agreement dated as of February 29,
2008 (as the same may be amended, modified, restated or supplemented from time to time, the
“Security Agreement”) by and among the Grantors from time to time party thereto (each an
“Grantor” and collectively, the “Grantors”) and Bank of America, National
Association, as Domestic Administrative Agent (the “Domestic Administrative Agent”) for the
Secured Parties referenced therein, the undersigned Grantor has granted a continuing security
interest in and continuing lien upon, the copyrights and copyright applications shown on
Schedule 1 attached hereto to the Domestic Administrative Agent for the ratable benefit of
the Secured Parties.



     The undersigned Grantor and the Domestic Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest in the copyrights and copyright
applications set forth on Schedule 1 attached hereto (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any copyright or copyright application.





	 	 	 	 	 
	 	Very truly yours,


 	 
	 	[Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Acknowledged and Accepted:






	 	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION,

as Domestic Administrative Agent 	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 













 






	 	 	 	 	 



EXHIBIT 5(d)(ii)




NOTICE




OF




GRANT OF SECURITY INTEREST




IN



PATENTS



United States Patent and Trademark Office



Ladies and Gentlemen:





     Please be advised that pursuant to the Domestic Security Agreement dated as of February 29,
2008 (as the same may be amended, modified, restated or supplemented from time to time, the
“Security Agreement”) by and among the Grantors from time to time party thereto (each an
“Grantor” and collectively, the “Grantors”) and Bank of America, National
Association, as Domestic Administrative Agent (the “Domestic Administrative Agent”) for the
Secured Parties referenced therein, the undersigned Grantor has granted a continuing security
interest in and continuing lien upon, the patents and patent applications set forth on Schedule
1 attached hereto to the Domestic Administrative Agent for the ratable benefit of the Secured
Parties.



     The undersigned Grantor and the Domestic Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest in the patents and patent
applications set forth on Schedule 1 attached hereto (i) may only be terminated in
accordance with the terms of the Security Agreement and (ii) is not to be construed as an
assignment of any patent or patent application.





	 	 	 	 	 
	 	Very truly yours,


 	 
	 	[Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Acknowledged and Accepted:





	 	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION,
as Domestic Administrative Agent
	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 













 





EXHIBIT 5(d)(iii)




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




TRADEMARKS



United States Patent and Trademark Office



Ladies and Gentlemen:




     Please be advised that pursuant to the Domestic Security Agreement dated as of February 29,
2008 (as the same may be amended, modified, restated or supplemented from time to time, the
“Security Agreement”) by and among the Grantors from time to time party thereto
(each an “Grantor” and collectively, the “Grantors”) and Bank of America, National
Association, as Domestic Administrative Agent (the “Domestic Administrative Agent”) for the
Secured Parties referenced therein, the undersigned Grantor has granted a continuing security
interest in and continuing lien upon, the trademarks and trademark applications set forth on
Schedule 1 attached hereto to the Domestic Administrative Agent for the ratable benefit of
the Secured Parties.



     The undersigned Grantor and the Domestic Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest in the trademarks and trademark
applications set forth on Schedule 1 attached hereto (i) may only be terminated in accordance with
the terms of the Security Agreement and (ii) is not to be construed as an assignment of any
trademark or trademark application.



	 	 	 	 	 
	 	Very truly yours,


 	 
	 	[Grantor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Acknowledged and Accepted:







	 	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION,

as Domestic Administrative Agent
	 	 
	 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title: