definiens: shall mean ( a ) any Encumbrance that arises out of Taxesnot in default and payable without penalty or interest or the validity of which is being contested in good faith byappropriate proceedings, ( b ) any Encumbrance A-10.representing the rights of customers, suppliers and subcontractors in the ordinary course of business under the termsof any Contracts to which the relevant party is a party or under general principles of commercial or governmentcontract law ( including mechanics ’, materialmen ’s, carriers ’, workmen ’s, warehouseman ’s, repairmen ’s, landlords ’ andsimilar liens granted or which arise in the ordinary course of business ), ( c ) in the case of any Contract, Encumbrancesthat are restrictions against the transfer or assignment thereof that are included in the terms of such Contract, ( d ) inthe case of any non - exclusive In - bound License or non - exclusive Out - bound License, Encumbrances that arerestrictions on any license or right granted thereunder, and ( e ) in the case of real property, Encumbrances that areeasements, rights - of - way, encroachments, restrictions, conditions and other similar Encumbrances incurred orsuffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materiallyimpair the use ( or contemplated use ), utility or value of the applicable real property or otherwise materially impair thepresent or contemplated business operations at such location, or zoning, entitlement, building and other land useregulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forthon a title report