definiens: means ( a ) statutory Encumbrances arising out of operation of Law withrespect to a Liability incurred in the ordinary course of business consistent with past practice and which is not yet dueand payable, and which would not, individually or in the aggregate, have a material adverse effect on the PurchasedAssets subject to such Encumbrances ; ( b ) Encumbrances for Taxes ( A ) not yet due and payable or ( B ) that are beingcontested in good faith by appropriate proceedings during which collection or enforcement against the property isstayed and for which adequate reserves have been made with respect thereto in accordance with GAAP ; ( c)mechanics ’, materialmens ’, carriers ’, workmens ’, warehousemens ’, repairmens ’, landlords ’ or other likeEncumbrances and security obligations arising in the ordinary course of business consistent with past practice that arenot yet due and payable ; ( d ) Encumbrances arising under original purchase price conditional sales contracts andequipment leases with third parties, in each case entered into in the ordinary course of business consistent with pastpractice and which would not, individually or in the aggregate, have a material adverse effect on the Purchased Assetssubject to such Encumbrances ; or ( e ) restrictions under the terms of any leases, subleases, licenses or occupancyagreements that are Purchased Assets which would not, individually or in the aggregate, have a material adverseeffect on the Purchased Assets subject to such restrictions