definiens: means ( i ) statutory Liens for Taxes, assessments and other governmental charges whichare not yet due and payable or are due but not delinquent or are being contested in good faith by appropriateproceedings, ( ii ) statutory or common law Liens to secure landlords, sublandlords, licensors or sublicensors under leasesor rental agreements, ( iii ) deposits or pledges made in connection with, or to secure payment of, workers ’ compensation, unemployment insurance, old age pension or other social security programs mandated under applicable Laws, ( iv)statutory or common law Liens in favor of carriers, warehousemen, mechanics, workmen, repairmen and materialmen tosecure claims for labor, materials or supplies and other like Liens, ( v ) restrictions on transfer of securities imposed byapplicable state and federal securities Laws, ( vi ) any other encumbrance affecting any asset which does not materiallyimpede or otherwise affect the ownership or operation of such asset, ( vii ) Liens resulting from a filing by a lessor as aprecautionary filing for a lease, ( viii ) deposits to secure the performance of bids, trade contracts, leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinarycourse of business, ( ix ) Liens of vendors to secure payment of amounts properly owing ( to the extent such payables areincluding in Closing Working Capital ) to such vendors, ( x ) ordinary course customer claims consistent with theCompany ’s past practices with respect to any products delivered to such customer, and ( xi ) non - material Liens