definiens: shall mean : ( a ) Liens for Taxes or governmental assessments, charges or claims of payment not yetdue and payable or which are being contested in good faith by appropriate proceedings ; ( b ) vendors ’, mechanics ’, materialmen ’s, carriers’,workers ’, construction and other similar Liens arising or incurred in the ordinary course of business or with respect to liabilities that are not yetdue and payable or, if due, are not delinquent or are being contested in good faith by appropriate proceedings ; ( c ) Liens, encumbrances orimperfections of title relating to liabilities for which appropriate reserves have been established and are reflected in the Most Recent ParentBalance Sheet or imposed or promulgated by applicable Legal Requirements, including zoning, entitlement, building codes, or other LegalRequirements with respect to land use ; ( d ) Liens, pledges or encumbrances arising from or otherwise relating to transfer restrictions under thesecurities laws of any jurisdiction ; ( e ) non - exclusive licenses of Intellectual Property granted in the ordinary course of business ; ( f ) Liens, encumbrances or imperfections of title which do not and would not reasonably be expected to, individually or in the aggregate, materiallyimpair the use of the subject property as used by Parent and the Parent Subsidiaries ; and ( g ) Liens arising under any Parent indentures orexisting credit facility of Parent