definiens: shall mean ( a ) any Encumbrance or transfer restriction of general applicability as may be provided under theSecurities Act or other applicable securities laws, ( b ) any Encumbrance that arises with respect to Taxes ( i ) that are not due or ( ii ) the validityof which is being contested in good faith by appropriate proceedings and for which adequate reserves, in accordance with GAAP, have beenreflected in the consolidated financial statements included in the Company SEC Documents, ( c ) any Encumbrance representing the rights ofcustomers, suppliers and subcontractors in the ordinary course of business under the terms of any Contracts to which the relevant party is aparty or under general principles of commercial or government contract law ( including mechanics ’, materialmen ’s, carriers ’, workmen’s, warehouseman ’s, repairmen ’s, landlords ’ and similar liens granted or which arise in the ordinary course of business ), ( d ) Encumbrances thatare restrictions against the transfer or assignment of any Contract that are included in the terms of such Contract and ( e ) Encumbrances thatare easements, rights - of - way, encroachments, restrictions, conditions and other similar Encumbrances incurred or suffered in the ordinarycourse of business and which, individually or in the aggregate, do not and would not materially impair the use ( or contemplated use ), utility orvalue of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, orzoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property orthat are otherwise set forth on a title report