Cause each Loan Party to grant to the Administrative Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property.

Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations, to be applied pursuant to subSection # below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and each Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

Grant of Security Interest. As an inducement for the Secured Parties to purchase the Notes from Obligor and to advance funds to Obligor and to secure the complete and timely payment, performance, and discharge in full, as the case may be, of all of the Obligations, Obligor hereby, unconditionally and irrevocably, pledges, grants, and hypothecates to the Secured Parties a continuing security interest in, a first lien upon, and a right of set-off against all of the Obligor’s right, title, and interest of whatsoever kind and nature in and to the Collateral (the “Security Interest”).

The full and timely payment and performance of all obligations of ​ pursuant to all loans and advances which the ​ has made, or may hereafter makes, to ​ and all amendments, modifications, renewals and/or extensions of the same or any part thereof, including, without limitation, pursuant to the Promissory Note;

Security Agreement. This Deed of Trust is both a real property deed of trust and a “security agreement” within the meaning of the UCC. The Property includes both real and personal property and all other rights and interest, whether tangible or intangible in nature, of Trustor in the Property. TRUSTOR HEREBY GRANTS TO BENEFICIARY, AS SECURITY FOR THE SECURED OBLIGATIONS, A SECURITY INTEREST IN THE PROPERTY TO THE FULL EXTENT THAT THE PROPERTY MAY BE SUBJECT TO THE UCC OR THE UNIFORM COMMERCIAL CODE OF ANY OTHER STATE OR STATES WHERE TRUSTOR IS LOCATED (said portion of the Property so subject to the UCC being called in this paragraph the “Collateral”). If an Event of Default shall occur and be continuing beyond any applicable grace or cure periods, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and without demand, any and all rights and remedies granted to a Beneficiary upon default under the UCC, including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Beneficiary may deem reasonably necessary or advisable for the care, protection and preservation of the Collateral. Trustor shall pay to Beneficiary on demand any and all expenses, including reasonable attorneys’ fees and expenses, incurred or paid by Beneficiary in protecting its interest in the Collateral and in enforcing its rights hereunder with respect to the Collateral.

SECURITY AGREEMENT. LESSEE hereby grants LESSOR a continuing security interest in all existing and hereafter acquired property of LESSEE kept in any of LESSOR’s buildings (excluding LESSEE’s intellectual property, patents and accounts receivable) to secure the performance of all LESSEE’s obligations under this lease or any subsequent lease between the parties. all necessary amendments in connection with this security interest. This security agreement subsequent lease between the parties, and shall not negate or replace any continuing security interest of LESSOR under any prior lease between the parties. Default in the payment or performance of any of LESSEE’s obligations under this lease or any subsequent lease shall be a default under this security agreement and shall entitle LESSOR to immediately exercise all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in Massachusetts. In the event of default, LESSEE shall assist and facilitate LESSOR’s exercise of its rights under this section.

Grant of Security. As collateral security for the Secured Obligations, the Grantor hereby grants to the Secured Party a security interest in and continuing lien on all of the Collateral.

Continuing Security Interest. Any and all of the Bank’s rights with respect to the security interests hereunder shall continue unimpaired, and the Grantors shall be and remain obligated in accordance with the terms hereof, notwithstanding the release or substitution of any Collateral at any time or of any rights or interests therein, or any delay, extension of time, renewal, compromise or other indulgence granted by the Bank in reference to any of the Secured Obligations, or any promissory note, draft, bill of exchange or other instrument or Credit Document given in connection therewith, the Grantors hereby waiving all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if the Grantors had expressly agreed thereto in advance.

Security Interest Absolute. All rights of the Secured Parties and all Obligations of the Obligor hereunder, shall be absolute and unconditional, irrespective of # any lack of validity or enforceability of this Agreement, the Notes, or any agreement entered into in connection with the foregoing, or any portion hereof or thereof, # any change in the time, manner, or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Transaction Documents, or any other agreement entered into in connection with the foregoing, # any exchange, release, or nonperfection, of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations, # any action by the Secured Parties to obtain, adjust, settle, and cancel in their sole discretion any insurance claims or matters made or arising in connection with the Collateral, or # any other circumstance which might otherwise constitute any legal or equitable defense available to the Obligor, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Obligor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment, and demand for performance. If any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any parties other than the Secured Parties, then, in any such event, the Obligor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Obligor waives all right to require the Secured Parties to proceed against any other person or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. The Obligor waives any defense arising by reason of the application of the statute of limitations to any Obligation secured hereby.

Backup Security Interest. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and not as sales, then:

No Security Interest. No Tenant Improvements shall be installed upon the Premises pursuant to any agreement by which another party has a security interest or rights to remove or repossess any items constituting Tenant Improvements.

No Security Interest. Licensee shall not enter into any agreement under which Licensee grants to or otherwise creates in any third party a security interest in this Agreement or any of the rights granted to Licensee herein. Any grant or creation of a security interest purported or attempted to be made in violation of the terms of this [Section 7.1] shall be null and void and of no legal effect.

“Intellectual Property Notice” means each # Notice of Grant of Security Interest in Copyrights, substantially in the form of [Exhibit B] to the Security Agreement, # Notice of Grant of Security Interest in Patents, substantially in the form of [Exhibit C] to the Security Agreement and # Notice of Grant of Security Interest in Trademarks, substantially in the form of [Exhibit D] to the Security Agreement, in each case executed and delivered in accordance with the provisions of [Section 4(d)] of the Security Agreement.

To secure the prompt payment and performance to ​ and each ​ of the Obligations, each Loan Party (except for the Mexican Loan Parties, and the stockholders of the Mexican Loan Parties, each of which will grant their security interests to ​ for its benefit and for the benefit of Lenders pursuant to the Mexican Security Documents) hereby assigns, pledges and grants to ​ for its benefit and for the ratable benefit of each ​, and ​ (for the benefit of itself and the Lenders) shall have, effective as of the Closing Date, a valid and perfected and continuing security interest in and to and Lien (subject only to Permitted Liens that have priority as a matter of Applicable Law) on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. Each Loan Party shall mark its books and records, and make all relevant notices and filings, as may be necessary or appropriate to evidence, protect and perfect ​'s security interest and shall cause its financial statements to reflect such security interest. Each Loan Party shall promptly provide ​ with written notice of all commercial tort claims, such notice to contain the case title together with the applicable court and a brief description of the claim(s); provided that the failure to deliver any such notice shall not affect the validity, perfection or priority of ​'s Lien thereon.