definiens: shall mean ( a ) any Encumbrance for Taxes ( i ) that are not due and payable or ( ii ) the validity of which is being contested in good fa ith by appropriate proceedings and for which adequa te reserves have been established in accordance with GAAP in th e Company ’s latest financial statements included in the Company SEC Documents, ( b ) mechanics ’, materialmen ’ s, carriers ’, workmen ’s, warehouseman ’s, repairmen ’ s, landlords ’ and similar liens granted or which arise in the ordinary course of business consistent with past practice, ( c ) in the case of real property, Encumbr ances that are easements, rights - of - way, encroachme nts, restrictions, conditions and other similar Encumbra nces incurred or suffered in the ordinary course of business consistent with past practice and which, individual ly or in the Exh - 10 aggregate, do not and would not materially impair t he use ( or contemplated use ), utility or value of t he applicable real property or otherwise materially i m pair the present or contemplated business operation s at such location, or zoning, entitlement, building and othe r land use regulations imposed by Governmental Bodi es having jurisdiction over such real property or that are otherwise set forth on a title report, ( d ) in the case of Intellectual Property Rights, non - exclusive license s granted to use such Intellectual Property Rights in the ordinary course of business consistent with past pr actice and ( e ) in the case of any Contract, Encumbr ances that are restrictions against the transfer or assignment thereof that are included in the terms of such Con tract