definiens: means ( a ) Encumbrances for Taxes and other governmental charges and assessments not yet due and payable orwhich may hereafter be paid without penalty, and Encumbrances for Taxes and other governmental charges and assessments being contested in goodfaith and for which adequate reserves have been established in accordance with GAAP in the Company ’s consolidated financial statements ( or notesthereto ), ( b ) inchoate mechanics ’ and materialmen ’s Encumbrances for construction in progress, ( c ) inchoate workmen ’s, mechanics, repairmen’s, warehousemen ’s and carriers ’ Encumbrances arising in the Ordinary Course of Business of the Company and its Subsidiaries, ( d ) zoning restrictions, building codes and other land use laws regulating the use or occupancy of Real Property or activities conducted thereon that do not, individually or in theaggregate, materially interfere with the present occupancy or use of the respective Real Property or otherwise materially interfere with the conduct of orimpair the business operations of the Company and its Subsidiaries, ( e ) utility easements, rights of way, imperfections in title, charges, easements, restrictions, declarations, covenants, conditions, defects, encroachments and similar Encumbrances that are imposed by any Governmental Authorityhaving jurisdiction thereon or otherwise are typical for the applicable property type and locality as do not, individually or in the aggregate, materiallyinterfere with the present occupancy or use of the respective Real Property or otherwise materially interfere with the conduct of or impair the businessoperations of the Company and its Subsidiaries, ( f ) interests of any lessor, licensor, licensee or lessee to any Real Property leased by the Company orany of its Subsidiaries, ( g ) Encumbrances and obligations arising under the Material Contracts ( including Contracts related to the Funded Debt of theCompany or any of its Subsidiaries ), ( h ) transfer restrictions on any securities of the Company or any of its Subsidiaries imposed by Applicable Laws orexisting Contracts made available to Parent, ( i ) other Encumbrances being contested in good faith in the Ordinary Course of Business or which do not, individually or in the aggregate, materially interfere with the present occupancy or use of the respective Real Property or otherwise materially interferewith the conduct of or impair the business operations of the Company and its Subsidiaries, ( j ) licenses or other grants of rights to Intellectual Property(including by means of covenants not to sue ) other than those pursuant to Contracts required to be disclosed in Section 5.12(a)(vi ) of the CompanyDisclosure Letter, ( k ) Encumbrances arising in the Ordinary Course of Business of the Company or any of its Subsidiaries under workmen ’s 13compensation, unemployment insurance, social security and retirement laws, ( l ) matters disclosed by any existing title insurance policies or title reportsmade available to Parent, ( m ) title to any portion of the Real Property lying within the right of way or boundary of any public road or private road,(n ) purchase money Encumbrances securing rental payments under capital lease arrangements, and ( o ) Encumbrances securing Indebtedness orliabilities that are reflected in the Company Financial Statements or that the Company or any of its Subsidiaries is permitted to incur under Section 7.1