definiens: means ( a ) any Encumbrance that arises out of Taxes either not delinquent or the validity of which isbeing contested in good faith by appropriate proceedings, ( b ) any Encumbrance representing the rights of customers, suppliers, serviceproviders and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is a party orunder general principles of commercial or government contract Law ( including mechanics ’, materialmen ’s, carriers ’, workmen’s, warehousemen ’s, repairmen ’s, landlords ’ and similar liens granted or which arise in the ordinary course of business ), ( c ) in the case of anyContract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the terms of such Contract or anylicense of Intellectual Property Rights in the ordinary course of business, ( d ) any Encumbrances for which appropriate reserves have beenestablished in the consolidated financial statements of the Company, ( e ) any Inbound License and any Outbound License and ( f ) in the caseof real property, Encumbrances that are easements, rights - of - way, encroachments, restrictions, conditions and other similar Encumbrancesincurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materially impair theuse ( or contemplated use ), utility or value of the applicable real property or otherwise materially impair the present or contemplated businessoperations at such location, or zoning, entitlement, building and other land - use regulations imposed by Governmental Bodies havingjurisdiction over such real property or that are otherwise set forth on a title report