definiens: shall mean ( a ) any Encumbrance that arises out of Taxes not in default andpayable without penalty or interest the validity of which is being contested in good faith by appropriate proceedings forwhich a reserve has been established in accordance with GAAP, ( b ) any mechanics ’, materialmen ’s, carriers’,workmen ’s, warehouseman ’s or repairmen ’s liens 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 termsof such Contract, ( d ) with respect to licensed personal property or Intellectual Property or jointly owned IntellectualProperty, covered by a valid contract or license, the terms and conditions of the license or Contract applicable theretoand ( e ) 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 of business and which, individually or in the aggregate, do not and would not materially impair the use ( or contemplated use ), utility or value ofthe applicable real property or otherwise materially impair the present or contemplated business operations at suchlocation, or zoning, entitlement, building and other land use regulations imposed by Governmental Authorities havingjurisdiction over such real property that are set forth on a title report