definiens: means ( a ) with respect to GLS, ( i ) any claim, charge, equitable interest, hypothecation, statutory lien, mortgage, pledge, option, license, assignment, restriction, power of sale, retention oftitle, right of pre - emption, right of first refusal or security interest that can not reasonably be expected to have amaterial adverse effect on the rights granted to or privileges of [COMPANY] hereunder and ( ii ) the [ * * * ], as set out atExhibit 1.46 and ( b ) with respect to [COMPANY], any claim, charge, equitable interest, hypothecation, statutory lien, mortgage, pledge, option, license, assignment, restriction, power of sale, retention of title, right of pre - emption, right offirst refusal or security interest that can not reasonably be expected to have a material adverse effect on the rightsgranted to or privileges of GLS hereunder