definiens: shall mean any of the following : ( i ) Liens for Taxes either not yet delinquent or which are being contested ingood faith by appropriate proceedings, in each case, for which adequate reserves in accordance with GAAP have been accrued on theCompany Financial Statements ; ( ii ) mechanics, carriers ’, workmen ’s, warehouseman ’s, repairmen ’s, materialmen ’s, landlords ’ or other Liensarising or incurred in the ordinary course of business relating to obligations that are not yet due and payable or that are being contested ingood faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been accrued on the CompanyFinancial Statements ; ( iii ) easements, covenants and rights of way ( unrecorded and of record ) and other similar restrictions, zoning, entitlements, conservation, building and other land use and environmental restrictions or regulations promulgated by GovernmentalAuthorities, in each case ( x ) that do not materially and adversely impact the current use of the affected property or materially impair thevalue of such property, ( y ) that do not relate to any material financial obligations and ( z ) that are not being violated by the current use of anyproperty burdened thereby in any material respect ; ( iv ) Liens the existence of which are disclosed in the notes to the consolidated financialstatements of the Company included in the Company ’s Annual Report on Form 10 - K for the year ended December 31, 2017 or theCompany ’s subsequent Quarterly Reports on Form 10 - Q ; ( v ) all exceptions, restrictions, imperfections of title, charges and other Liens thatdo not materially and adversely interfere with the present use of the assets of the Company or any of its Subsidiaries, taken as a whole, ormaterially impair the value of such assets ; ( vi ) Liens incurred in the ordinary course of business in connection with workers ’ compensation, unemployment insurance and other types of social security ; ( vii ) with respect to leased or licensed personal property or Intellectual Property, the terms and conditions of the lease or license applicable thereto ; and ( viii ) Liens described in Section 1.1(c ) of the Company DisclosureLetter