ACCOUNT:
Bank of America
Baltimore, MD
6
ABA# 052001633
Aether Systems, Inc. Concentration Account
Account # 003931117959
Such funds shall be sent so as to be received not later than the date on which
such payment is due.
(C)
ORDER OF PAYMENT.
EXCEPT AS EXPRESSLY SET
FORTH HEREIN TO THE CONTRARY, ANY PAYMENTS MADE BY THE MAKERS SHALL BE DEEMED TO
BE MADE FIRST IN RESPECT OF ANY ACCRUED BUT UNPAID INTEREST AND FEES DUE
HEREUNDER AND SECOND IN RESPECT OF THE THEN OUTSTANDING PRINCIPAL AMOUNT DUE
HEREUNDER.
7.
SECURITY.
AS SECURITY FOR THE PAYMENT
AND PERFORMANCE OF THE OBLIGATIONS AND LIABILITIES, NOW EXISTING OR HEREAFTER
ARISING, OF THE MAKERS TO THE PAYEE UNDER THIS NOTE, THE SUBLEASE AND ANY
RENEWALS, EXTENSIONS AND MODIFICATIONS OF ALL OF THE FOREGOING, EACH MAKER
HEREBY GIVES, GRANTS AND ASSIGNS TO THE PAYEE A LIEN ON AND PERFECTED SECOND
PRIORITY SECURITY INTEREST IN AND AGAINST (A) ANY AND ALL ACCOUNTS (INCLUDING,
WITHOUT LIMITATION, SUPPORTING OBLIGATIONS), CHATTEL PAPER, DOCUMENTS,
EQUIPMENT, GENERAL INTANGIBLES (INCLUDING, WITHOUT LIMITATION, PAYMENT
INTANGIBLES, SOFTWARE AND PROCEEDS OF ALL LITIGATION), GOODS (INCLUDING, WITHOUT
LIMITATION, EMBEDDED SOFTWARE TO THE EXTENT INCLUDED IN SUCH GOODS), INVESTMENT
PROPERTY (INCLUDING, WITHOUT LIMITATION, ALL SHARES OF STOCK HELD BY SUCH
MAKER), INSTRUMENTS, INVENTORY, ALL CASH ON HAND AND ALL DEPOSIT ACCOUNTS OR
OTHER DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) WITH
ANY BANK OR OTHER FINANCIAL INSTITUTION, REAL PROPERTY AND ALL OTHER PROPERTY OF
SUCH MAKER, WHEREVER LOCATED IN WHICH SUCH MAKER NOW HAS OR HEREAFTER ACQUIRES
ANY RIGHT OR INTEREST, AND ANY AND ALL PROCEEDS, INSURANCE PROCEEDS AND PRODUCTS
THEREOF, TOGETHER WITH ALL BOOKS AND RECORDS, CUSTOMER LISTS, CREDIT FILES,
COMPUTER FILES, PROGRAMS, PRINTOUTS AND OTHER COMPUTER MATERIALS AND RECORDS
RELATED THERETO; AND (B) ANY AND ALL ADDITIONS TO, ACCESSIONS TO, AND
SUBSTITUTIONS, REPLACEMENTS AND EXCHANGES FOR OR PROCEEDS FROM, ANY AND ALL OF
THE FOREGOING ITEMS (ALL OF THE FOREGOING, TOGETHER WITH THE PLEDGED COLLATERAL
(AS DEFINED BELOW), BEING HEREINAFTER REFERRED TO AS THE "COLLATERAL").
THE
PAYEE ALSO HAS THE RIGHT, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT UNDER THIS
NOTE, TO SET OFF ANY AMOUNTS PAYABLE TO MAKERS FROM TIME TO TIME AGAINST ANY
AMOUNTS DUE UNDER THIS NOTE.
Each Maker agrees to execute and deliver all financing statements or other
documents (including, without limitation, security agreements, pledge agreements
and mortgages), and take all further action, necessary or desirable to perfect,
protect or further evidence the Payee's security interest in the Collateral as
from time to time requested by the Payee.
Each Maker hereby authorizes the
Payee to file one or more financing or continuation statements (including
financing statements with a description of the Collateral as "all assets" or
"all personal property" of such Maker), and amendments thereto, relating to all
or any part of the Collateral without the signature of such Maker where
permitted by law.
A photocopy or other reproduction of this Note or any
financing statement covering the Collateral or any part thereof shall be
sufficient