definiens: means : ( a ) Liens imposed by law for taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained in accordance with GAAP on the books of Amyl in or any of its Subsidiaries, as the case may be ; ( b ) Liens created pursuant to or arising under any Note Document ; ( c ) Carriers ', warehousemen 's, mechanics ', materialmen 's, repairmen 's, supplier 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty ( 60 ) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person ; ( d ) Liens that are contractual rights of set - off relating to agreements other than in connection with indebtedness entered into by any Grantor ; 5 942979.01·New York Server 4A ( e ) Liens of sellers of goods to any Grantor and any of their respective Subsidiaries arising under Article II ofthe uee or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses ; ( f ) 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 in the ordinary course of business ; ( g ) Liens arising out of a conditional sale, title retention, consignment or similar arrangement for the sale of goods entered into by the [COMPANY] or any of its Subsidiaries in the ordinary course of business ; ( h ) Liens that are contractual rights of set - off ( i ) for all amounts due to the account bank in respect of its customary fees and expenses for the maintenance and operation of the designated accounts and other services provided with respect to such accounts, ( ii ) overdrafts and fees with respect thereto, and ( iii ) the face amount of any checks or other items which have been credited to the designated account but are subsequently unpaid because of uncollected or insufficient funds and other corrections or adjustments to such accounts or transactions therein ; and ( i ) Liens 0 ) of a collection bank arising under Section 4 - 208 or 4 - 210, as applicable, of the Dee or any similar law of any foreign jurisdiction on items in the course of collection, ( ii ) in favor of a banking or other financial institution arising as a matter of law or pursuant to the account agreement pursuant to which the designated account is opened, encumbering deposits or other funds maintained with a financial institution ( including the right of set - off )