definiens: shall mean, to the extent it does not materially and adversely impact the value orcontinued use of the affected property on substantially the same basis as the Business is currently being operated and suchassets are currently being used, ( i ) any security interest or title retention clause granted in the ordinary course of businesspertaining to Inventory purchased by Seller or its Relevant Affiliates, ( ii ) Encumbrances for Taxes and mechanics’,materialmen ’s Encumbrances for construction in progress, workmen ’s, repairmen ’s, warehousemen ’s, landlord ’s and carriers’liens arising in the ordinary course of business which are either not yet due and payable or are being contested in good faith inthe ordinary course of business by appropriate proceedings, which such contested Encumbrances shall be deemed ExcludedLiabilities, ( iii ) non material title defects or irregularities, unregistered easements or rights of way, and other unregisteredrestrictions or other encumbrances affecting the use of the Facility or the Owned Lands, including the matters disclosed inSchedule 5.9(c ) to the Disclosure Letter, ( iv ) non - exclusive licenses of Intellectual Property granted in the ordinary course ofbusiness, ( v ) rights of existing tenants, or of Seller or any of its Affiliates pursuant to the Lease Agreement, as tenants onlypursuant to written leases delivered to Purchasers prior to the date of this Agreement, and/or ( vi ) zoning, entitlement and otherland use and environmental regulations by any Governmental Authority or registered agreements with municipalities orpublic utilities ( provided, however, that such regulations or agreements have not been violated )