definiens: means each of the following:(i)Liens for taxes ( 1 ) not yet due and payable, ( 2 ) that are payable without penalty ( and noenforcement rights with respect thereof are eﬀective ) or ( 3 ) if the obligations with respect to such taxesare being contested in good faith by appropriate proceedings timely instituted and diligently conducted;provided that, in the case of a contest, Borrower has established reserves to the extent required byGAAP in respect thereof, or other adequate provision for the payment thereof shall have been made andmaintained at all times during such contest and such proceedings ( or orders entered in connection withsuch proceedings ) have the eﬀect of preventing the forfeiture or sale of the property subject to any suchLien;(ii)statutory Liens of landlords, banks ( and rights of set - oﬀ ), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each caseincurred in the ordinary course of business ( 1 ) for amounts not yet overdue or ( 2 ) for amounts that areoverdue and that ( in the case of any such amounts overdue for a period in excess of 10 Business Days)are being contested in good faith by appropriate proceedings, so long as such reserves or otherappropriate provisions, if any, as shall be required by GAAP shall have been made for any suchcontested amounts and such proceedings ( or orders entered in connection with such proceedings ) havethe effect of preventing the forfeiture or sale of the property subject to any such Lien;(iii)Liens incurred in the ordinary course of business in connection with workers’compensation, unemployment insurance and other types of social security, or to secure the performanceof tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, tradecontracts, performance and return - of - money bonds and other similar obligations ( exclusive of obligationsfor the payment of borrowed money or other Indebtedness ), so long as no foreclosure, sale or similarproceedings have been commenced with respect to any portion of the Collateral on account thereof;5 US - DOCS\112909965.3 ( iv)Liens solely on any cash earnest money deposits made by Borrower in connection withany letter of intent or purchase agreement;(v)purported Liens evidenced by the ﬁling of precautionary UCC ﬁnancing statementsrelating solely to operating leases of personal property entered into in the ordinary course of business;(vi)Liens in favor of customs and revenue authorities arising as a matter of law to securepayment of customs duties in connection with the importation of goods;(vii)licenses of patents, trademarks and other intellectual property rights granted byBorrower;(viii)bankers ’ Liens, rights of setoﬀ and other similar Liens existing solely with respect to cashand cash equivalents on deposit in one or more accounts maintained by Borrower, in each case grantedin the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating accountarrangements, including those involving pooled accounts and netting arrangements;(ix)so long as Borrower is using commercially reasonable eﬀorts to terminate such ﬁlings, UCC ﬁnancing statements or other public notices of Liens ( 1 ) ﬁled by Persons without the authorizationof Borrower or ( 2 ) purporting to secure obligations that either ( x ) do not exist or ( y ) are not secured byLiens on Borrower ’s properties;(xi)Liens arising out of judgments, attachments or awards not resulting in an Event ofDefault ; and(x)the extent constituting Liens, any obligations or duties of Borrower to any municipality orpublic authority with respect to any franchise, grant, license or permit provided by such municipality orpublic authority to Borrower in furtherance of the ordinary course conduct of the business of Borrower