definiens: means : ( a ) Encumbrances created in favor of Purchaser pursuant to or as required by this Agreement or the Lockbox Agreement ; A-9 ( b ) Encumbrances for Taxes not yet delinquent or that are being contested in go od faith and by appropriate proceedings, for which sufficient reserves have been made in accordance with GAAP ; ( c ) Encumbrances in respect of property of Seller imposed by Applicable Law which were incurred in the ordinary course of business and do not se cure Indebtedness for borrowed money, such as carriers ’, warehousemen ’s, distributors ’, wholesalers ’, materialmen ’s and mechanics ’ liens and other similar Encumbrances arising in the ordinary course of business and which do not in the aggregate materially detract from the value of the property of Seller and do not materially impair the use thereof in the operation of the business of Seller ; ( d ) Encumbrances ( i ) imposed by Applicable Law or deposits made in connection therewith in the ordinary course of bus iness in connection with workers ’ compensation, unemployment insurance and other types of social security legislation, ( ii ) incurred in the ordinary course of business to secure ( whether directly or through the issuance of a letter of credit ) the performan ce of tenders, statutory obligations ( other than excise Taxes ), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations ( exclusive of obligations for the payment of borrowed money ) or ( iii ) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers or deposits made in connection therewith in the ordinary course of business in connection with workers ’ compensation, unemployment insurance and other types of social security legislation ; ( e ) Encumbrances, consisting of the rights of licensors or licensees, existing on the date of this Agreement or granted or created in the ordinary course of business after the date of this Agreement or as otherwise permitted under this Agreement, in each s uch case pursuant to In -License Agreement, Out -Licenses, Permitted Agreements or other comparable agreements ; ( f ) Encumbrances on cash collateral securing reimbursement obligations under letters of credit ; ( g ) normal and customary rights of setoff upon d eposits of cash in favor of banks or depository institutions ; ( h ) Encumbrances securing judgments, awards and orders for payment of money ; and ( i ) Encumbrances consisting of security interests in Seller ’s cash, deposit accounts, accounts, accounts receiv ables, payment intangibles, inventory and all proceeds thereof securing Seller ’s Indebtedness ; provided, however, that notwithstanding the foregoing, in the case of the Encumbrances listed in clauses ( b ) -(i ), such Encumbrances shall only constitute Permit ted Encumbrances if they are subject and subordinate to the interest of Purchaser in the Purchased Receivables or otherwise do not encumber the Purchased Receivables