definiens: means, collectively, ( i ) mechanics ’, carriers ’, workmen ’s, repairmen ’s, materialmen’s, warehousemen ’s, construction and other Liens arising or incurred in the ordinary course of business for amounts that are notdue and payable, ( ii ) Liens for Taxes, utilities and other governmental charges that are not due and payable, are beingcontested in good faith by appropriate proceedings or may thereafter be paid without penalty, ( iii ) in the case of real property, matters that would be disclosed by an accurate survey or inspection of such real property, ( iv ) matters of record or registeredLiens affecting title to any asset, ( v ) requirements and restrictions of zoning, building and other applicable Laws andmunicipal by - laws, and development, site plan, subdivision or other agreements with municipalities, which are not violatedby the current use or occupancy of any real property, ( vi ) statutory Liens of landlords for amounts not due and payable, arebeing contested in good faith by appropriate proceedings or may thereafter be paid without penalty, ( vii ) Liens arising underconditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, ( viii ) non - exclusive licenses of Intellectual Property Rights granted in the ordinary course of business and ( ix ) defects, irregularities orimperfections of title and other Liens which, individually or in the aggregate, do not materially impair the continued use ofthe asset or property to which they relate