definiens: means:(a ) liens for Taxes provided such Taxes are not overdue ; ( b ) liens arising by operation of law in the ordinary course of trading or day to day business in whatever jurisdiction andstatutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and other similar liens, ineach case, incurred in the ordinary course of business, provided such liens are not securing any amount more than30 days overdue ; ( c ) any security arising under the Security Agreement ; ( d ) any right of a bank to set - off deposits against debts owed to such bank existing as a matter of law or arising pursuantto any agreement customarily entered into by such bank and its depositors in connection with a cash managementscheme ; ( e ) any title transfer or retention of title arrangement entered into by VDL in the normal course of its trading activities onthe counterparty ’s standard or usual terms ; ( f ) any security created or subsisting with the prior consent of [COMPANY] ; ( g ) up to and including the Drawdown Date, the Existing Floating Charge ; and ( h ) the mortgage on VDL ’s property at Watlington Road, Oxford OX4 6LY England ( the ) infavour of Canada Life Assurance Company, provided that the amount secured thereby does not exceed £ 2 million atany time, recourse in respect of such debt is just to the Mortgaged Real Estate and such mortgage is discharged andreleased and the debt which it secures is repaid in full out of ( i ) the proceeds of the disposal of the Oxford Property plus(ii ) not more than £ 500,000 from other resources