definiens: means any ( a ) mechanic ’s, materialmen ’s, landlord ’s andsimilar Liens, ( b ) Liens arising under worker ’s compensation, unemployment insurance, social security, retirement and similar legislation, ( c ) Liens on goods in transit incurredpursuant to documentary letters of credit, in each case arising in the ordinary course ofbusiness, ( d ) Liens for Taxes not yet due and payable, and Liens for Taxes which arebeing contested in good faith and by appropriate proceedings for which appropriatereserves have been made in accordance with GAAP, ( e ) Liens relating to capitalized leasefinancings or purchase money financings that have been entered into in the ordinarycourse-65- Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THISEXHIBIT . THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO ACONFIDENTIALITY REQUEST . OMISSIONS ARE DESIGNATED [ * * * ] . A COMPLETEVERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION