definiens: shall mean ( i ) any deposit accounts exclusively used by the Company for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Company ’s employees, ( ii ) the Permitted CD Collateral Accounts ( as defined in the MidCap Credit Facility ), ( iii ) any fee interest in owned or leased real property ( including fixtures related thereto ), ( iv ) any trademark application for which a statement of use has not been filed with the United States Patent and Trademark Office, ( v ) any motor vehicles or other assets subject to certificates of title, ( vi ) any equity interests of subsidiaries that are not wholly - owned subsidiaries to the extent a security interest on such equity interests is prohibited by theorganizational or joint venture documents relating to such equity interests, ( vii ) any voting equity interests of foreign subsidiaries in excess of 65 % of the outstanding voting equity interests of such subsidiaries and ( viii ) any assets over which the granting of a security interest in such assets would be prohibited by applicable law or contract or that would require governmental consent, approval, license or authorization, in each case after giving effect to Section 9 - 406, 9 - 407, 9 - 408 or 9 - 409 of the Uniform Commercial Code in the applicable jurisdiction or any other applicable law or principle of equity