definiens: means : ( a ) Liens created in favor of the Investor pursuant to the Transaction Documents ; ( b ) Liens incurred by the Investor ; ( c ) inchoate Liens for ad valorem property Taxes not yet delinquent ; ( d ) Liens in respect of property of the Company imposed by Applicable Law which were incurred in the ordinary course of Business and do not secure Indebtedness for borrowed money, such a s carriers ’, warehousemen ’s, landlord ’s, distributors ’, wholesalers ’, materialmen ’s and mechanics ’ liens and other similar Liens arising in the ordinary course of Business and secure payment obligations ( i ) not then due, ( ii ) if due, not yet overdue by mor e than thirty ( 30 ) days, ( iii ) that if overdue by more than thirty ( 30 ) days, are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP or ( iv ) with respect to which the failure t o make payment would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect ; ( e ) Liens incurred in the ordinary course of business in connection with worker ’s compensation, unemployment insurance or other forms of governmental insurance or benefits, insurance, surety bonds, or other obligations of a like nature or to secure the performance of letters of credit, banker ’s acceptances, bids, tenders, statutory obligations, leases and contracts ( other than for borrowed money ) entered into in the ordinary course of business, other than any Lien imposed by ERISA which has resulted or would result in liability, together with any other Lien imposed by ERISA, in an aggregate amount in excess of $ 1,500,000 ; ( f ) Liens for Taxe s, assessments and governmental charges that are not yet delinquent for a period of more than forty -five ( 45 ) days or remain payable without any penalty or that are being contested in good faith and with due diligence by appropriate proceedings and for whi ch adequate reserves have been established in accordance with GAAP ; ( g ) banker ’s liens for collection or rights of set off or similar rights and remedies as to Deposit Accounts or other funds maintained with depositary institutions ; provided that such Dep osit Accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by the Company in excess of those required by applicable banking regulations ; -27- ( h ) Liens on assets that do not constitute ( i ) Collateral or ( ii ) the assets of the Pledged Subsidiaries relating to Mycapssa ; ( i ) Liens in favor of the Company or any Subsidiary ; ( j ) Liens on property or Equity Interests of another Person existing at the ti me such other Person becomes a Subsidiary of the Company ; provided that such Liens were in existence prior to the contemplation of such merger, amalgamation or consolidation and do not extend to any assets other than those of the Person that becomes a Subs idiary of the Company ; and provided further that such Liens were granted to secure repayment of Acquired Debt