definiens: shall mean ( a ) any Encumbrance for Taxes ( x ) that are not due and payable or ( y ) thevalidity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established, in accordance withGAAP, ( b ) any Encumbrance representing the rights of customers, suppliers and subcontractors in the ordinary course of business consistent with pastpractice under the terms of any Contracts to which the relevant Party is a party 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 theordinary course of business consistent with past practice ), ( c ) any interest or title of a lessor under leases 9 ( other than capital leases ) entered into by the Company or its Subsidiaries in the ordinary course of business consistent with past practice, ( d ) non - exclusive licenses of Intellectual Property Rights granted in the ordinary course of business consistent with past practice and ( e ) in the case of realproperty, Encumbrances that are easements, rights - of - way, encroachments, restrictions, conditions and other similar Encumbrances incurred or sufferedin the ordinary course of business consistent with past practice and which, individually or in the aggregate, do not and would not materially impair the use(or contemplated use ), utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations atsuch location