definiens: means any mortgage, pl edge, security interest, encumbrance, option, charg e or other lien ( whether arising by contract or by opera tion of law ) ( collectively, ), other than ( i ) mechanic ’s, materialmen ’s, landlord ’s and similar liens for amo unts not yet due and payable or arising in the Ordi nary Course of Business ; ( ii ) liens arising in the Ordin ary Course of Business under worker ’s compensation, unemployment insurance, social security, retirement and similar legislation ; ( iii ) liens on goods in t ransit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Bus iness ; ( iv ) liens for Taxes not yet due and payable or whi ch are being contested in good faith and by appropr iate proceedings, in each case, for which appropriate re serves have been established in accordance with U.S . GAAP ; ( v ) liens relating to capitalized lease financings or purchase money financings that have been entered into in the Ordinary Course of Business ; ( vi ) any easements, co venants, conditions, restrictions and other encumbr ances that do not interfere in any material respect with the continued use of the Acquired Asset or asset ow ned by an Acquired Company ; ( vii ) rights retained by landlord s under the Leases ; ( viii ) any agreements or condit ions imposed on the issuance of land use permits, zoning, business licenses, use permits or other entitleme nts of various types issued by any Governmental Entity, wh ich are necessary or beneficial to the continued us e of the Acquired Assets or the assets owned by the Acquired Companies for operation of the AS&O Business ; ( ix ) liens arising solely by action of Buyer ; ( x ) solely with respect to real property, liens or imperfections of title which do not materially and adversely impair the continued u se of the Acquired Assets or the assets of any of t he Acquired Companies for the operation of the AS&O Business an d ( xi ) analogous foreign equivalents to the foregoi ng clauses ( i ) – ( x )