definiens: shall mean ( a ) any Encumbrance for Taxes that are not dueand payable or the validity of which is being contested in good faith by appropriate proceedings and for which anadequate reserve has been provided in the Company ’s latest financial statements included in the Company SECDocuments, ( b ) mechanics ’, materialmen ’s, carriers ’, workmen ’s, warehouseman ’s, repairmen ’s, landlords ’ and similarliens granted or which arise in the ordinary course of business consistent with past practice, ( c ) in the case of anyContract, Encumbrances that are restrictions against the transfer or assignment thereof that are included in the termsof such Contract, and ( d ) in the case of real property, Encumbrances that are easements, rights - of - way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinary course ofbusiness consistent with past practice 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