definiens: means : ( a ) material Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Secured Party 's security interests created hereunder ; ( b ) Liens ( i ) upon or in any Equipment acquired or held by the Company to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition of such Equipment provided in each case such lien does not secure more than the purchase price of such Equipment or ( ii ) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the Equipment so acquired, improvements thereon and the proceeds of such Equipment ; ( c ) leases or subleases and non­exclusive licenses or non - exclusive sublicenses granted to others in the ordinary course of the Company 's business if such are otherwise permitted under this Security Agreement and do not interfere in any material respect with the business of the Company ; ( d ) any right, title or interest of a licensor under a license provided that such license or sublicense does not prohibit the grant of the security interest granted hereunder ; ( e ) Liens arising from judgments, decrees or attaclunents to the extent and only so long as such judgment, decree or attaclunent has not caused or resulted in an Event of Default ; ( f ) easements, reservations, rights - of - way, restrictions, minor defects or irregularities in title and other similar Liens affecting real property not interfering in any material respect with the ordinary conduct of the business of the Company ; ( g ) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods ; ( h ) Liens arising solely by virtue of any statutory or common law provision relating to banker 's liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution ; and CD Liens, not otherwise permitted, which do not in the aggregate exceed $ 35,000 at anyone time