definiens: means : ( a ) Encumbrances imposed by any Governmental Authority for Taxes, assessments or charges not yet due and payable or that are being contested in good faith and by appropriateproceedings, but only to the extent that ( i ) adequate reserves with respect thereto are maintained on the books of theCompany in accordance with GAAP and ( ii ) such matters are identified in the Company Disclosure Schedules orreserved in the Financial Statements ; ( b ) carriers ’, warehousemen ’s, mechanics ’, materialmen ’s, repairmen ’s or otherlike Encumbrances arising in the ordinary course of business which ( i ) are not overdue for a period of more than 30days or ( ii ) are being contested in good faith and by appropriate proceedings, and adequate reserves with respectthereto are maintained on the books of the Company in accordance with GAAP or reserved in the FinancialStatements ; ( c ) pledges or deposits in connection with worker ’s compensation, unemployment insurance and othersocial security legislation ; ( d ) deposits to secure the performance of any or all of the following : bids, trade contracts(other than for borrowed money ), leases, statutory obligations, surety and appeal bonds, performance bonds and otherobligations of a like nature incurred in the ordinary course of business ; and ( e ) easements, rights - of - way, restrictionsand other similar encumbrances on real property incurred in the ordinary course of business and encroachments(whether or not in the ordinary course of business ) which, in the aggregate, are not substantial in amount, and whichdo not in any case materially detract from the value of the property subject thereto or interfere with the ordinaryconduct of the business thereon