definiens: means : ( a ) mechanics ’, carriers ’, workmen ’s, repairmen ’s, warehousemen ’s, materialmen ’s or similarEncumbrances arising or incurred in the ordinary course of business not yet due and payable ; ( b ) Encumbrances for Taxes, assessmentsand any other governmental charges which are not due and payable or which may hereafter be paid without penalty or which are beingcontested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Companies(if such reserves are required by GAAP ) ; ( c ) any Encumbrances that will be terminated at or prior to Closing in accordance with thisAgreement ; ( d ) Encumbrances incurred or deposits made in connection with workers ’ compensation, unemployment insurance and othersimilar types of social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, in each case in the ordinary course ofbusiness ; ( e ) any set of facts an accurate up - to - date survey would show, provided, however, that such facts do not impair the use, value orenjoyment of the subject property ; ( f ) Encumbrances arising out of, under or in connection with applicable federal, state and local securitiesLaws ; ( g ) Encumbrances in favor of a banking or other financial institutions arising as a matter of law encumbering deposits or other fundsmaintained with a financial institution ; ( h ) Encumbrances that constitute purchase money security interests on any property securing debtincurred for the purpose of financing all or any part of the cost of acquiring such property ; ( i ) Encumbrances arising under any OrganizationalDocument of a Company or this Agreement ( or any document to be executed and delivered in connection with this Agreement or anytransaction contemplated hereby ) ; and ( j ) as to any Real Property Lease, the lien created by any mortgage or deed of trust recorded againstthe real property by the landlord under the Real Property Lease but only to the extent that the mortgagee or beneficiary thereof has agreed toexecute a subordination, non - disturbance and attornment agreement benefiting the Companies in connection therewith