definiens: means, with respect to any asset ( including any security ) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or restrictions of any kind in respect of such asset, other than : ( a ) statutory Liens oflandlords, statutory Liens of banks and statutory rights of set - off of banks, statutory Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinarycourse of business ( i ) for amounts not yet overdue or ( ii ) for amounts that are overdue and that ( in the case of such amountsoverdue for a period in excess of 30 days ) are being contested in good faith by appropriate proceedings, so long as suchreserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contestedamounts ; ( b ) easements, rights - of - way, restrictions, encroachments, and other minor defects or irregularities in title, in eachcase which do not and will not interfere in any material respect with the ordinary conduct of the business of the Company orany of its Subsidiaries ; ( c ) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment ofcustom duties in connection with the importation of goods ( d ) any zoning or similar law or right reserved to or vested in anygovernmental office or agency to control or regulate the use of any real property ; and ( e ) Liens that do not either adverselyaffect the value of the real property subject to such Lien or prohibit or interfere with the operations of that real property or thebusiness of the Company or the Subsidiaries