definiens: means ( i ) Encumbrances for Taxes or other governmental charges, assessments orlevies that are not yet due and payable or being contested in good faith by appropriate proceedings, ( ii ) statutorylandlord ’s, mechanic ’s, carrier ’s, workmen ’s, repairmen ’s or other similar Encumbrances arising or incurred in theordinary course of business, the existence of which does not, and would not reasonably be expected to, materiallyimpair the marketability, value or use and enjoyment of the asset subject to such Encumbrances, and(iii ) Encumbrances and other conditions, easements and reservations of rights, including rights of way, for sewers, electric lines, telegraph and telephone lines and other similar purposes, and affecting the fee title to any real propertyleased by the Company or its Subsidiaries and being transferred to Phoenix or Merger Sub at Closing which are ofrecord as of the date of this Agreement and the existence of which does not, and would not reasonably be expectedto, materially impair use and enjoyment of such real property, and ( iv ) with respect to Leased Real Property only, Encumbrances ( including Indebtedness ) encumbering the fee title interested in any Leased Real Property which arenot attributable to the Company or its Subsidiaries . Notwithstanding the foregoing, any Encumbrances forIndebtedness of the Company or its Subsidiaries as of the Closing will not be a Permitted Encumbrance