definiens: means any mortgage, pledge, security interest, attachment, encumbrance, lien ( statutory or otherwise ), option, conditional sale agreement, right of first refusal, first offer, termination, participation or purchase orcharge of any kind ( including any agreement to give 50 < PAGE > 56any of the foregoing ) ; provided, however, that the term shall not include(i ) statutory liens for Taxes, which are not yet due and payable or are beingcontested in good faith by appropriate proceedings, ( ii ) statutory or common lawliens to secure landlords, lessors or renters under leases or rental agreementsconfined to the premises rented, ( iii ) deposits or pledges made in connectionwith, or to secure payment of, workers ' compensation, unemployment insurance, old age pension or other social security programs mandated under applicableLaws, ( iv ) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies andother like liens, and ( v ) restrictions on transfer of securities imposed byapplicable state and federal securities Laws