INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.

“Excluded Accounts” means # any Deposit Account (as defined in the UCC) that is used solely as a payroll account for the employees of the Grantor or the funds in which consist solely of funds held in trust for any director, officer or employee of the Grantor or any employee benefit plan maintained by the Grantor or funds representing deferred compensation for the director(s) and employees of the Grantor, # accounts containing no (zero) balance, and # accounts of Grantor located outside the United States. Notwithstanding the foregoing, Excluded Accounts shall not include any accounts maintained by Grantor at the Bank.

. Such Grantor shall comply with the covenants set forth in Sections 7 and 8 of the Credit Agreement as they relate to such Grantor or to the Loan Documents to which such Grantor is a party.

“Intercompany Note” means any promissory note evidencing loans made by any Grantor to any other Grantor.

The Collateral Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents executed by any Grantor as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States registered and applied for Intellectual Property of each Grantor in which a security interest has been granted by each Grantor and naming any Grantor or the Grantor as debtors and the Collateral Agent as secured party.

(i) (A) except for Permitted Liens, each Grantor owns exclusively or holds licenses in all Intellectual Property that is necessary in or material to the conduct of its business, and # all employees and contractors of each Grantor who were involved in the creation or development of any Intellectual Property for such Grantor that is necessary in or material to the business of such Grantor have signed agreements containing assignment of Intellectual Property rights to such Grantor and obligations of confidentiality;

SUBJECT TO all matters of record, Grantor covenants that Grantor will warrant to Grantee, its successors and assigns specially the Property hereby conveyed, against any person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise, and that Grantor will execute such further assurances of said Property as may be requisite.

“Collateral Notes” means all rights, titles, and interests of Grantor in and to all promissory notes and other Instruments payable to Grantor, including all inter‑company notes from the subsidiaries of Grantor and those set forth on [Schedule 3.10].

Set forth below opposite the name of each Grantor are the names and addresses of all Persons other than such Grantor that have possession of a material amount of Collateral (fair market value greater than $10,000,000) of such Grantor:

Other Releases. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by and in accordance with the Credit Agreement, then such Collateral shall automatically be released from the security interest created hereby all without delivery of any instrument or performance of any act by any party and all rights to the released Collateral shall automatically revert to the applicable Grantor. In the event that all the Capital Stock of any Grantor shall be sold, transferred or otherwise disposed of in a transaction expressly permitted by and in accordance with the Credit Agreement, such Grantor shall automatically be released from its obligations hereunder, without the need for any delivery of any instrument or performance of any act by any party, and all rights to the Collateral of such Grantor shall revert to such Grantor. In connection therewith, the Administrative Agent, at the request and sole expense of such Grantor, shall promptly deliver to such Grantor any such released Collateral held by the Administrative Agent and execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral of such Grantor; and