definiens: shall mean ( a ) any Encumb rance for Taxes that are not due and payable or the validity of which is bei ng contested in good faith by A-9 appropriate proceedings, ( b ) any Encumbrance repres enting the rights of customers, suppliers and subco ntractors in the ordinary course of business consistent with past practice under the terms of any Contracts to w hich the relevant Party is a party or under general principl es of commercial or government contract law ( includ ing mechanics ’, materialmen ’s, carriers ’, workmen ’s, wa rehouseman ’s, repairmen ’s, landlords ’ and similar l iens granted or which arise in the ordinary course of bu siness consistent with past practice ), ( c ) any inte rest or title of a lessor under leases ( other than capital leases ) e ntered into by the Company or its Subsidiaries in t he ordinary course of business consistent with past practice, a nd any Encumbrance related thereto, ( d ) in the case of any Contract, Encumbrances that are restrictions agains t the transfer or assignment thereof that are inclu ded in the terms of such Contract, ( e ) licenses of Intellectua l Property Rights, including Out - bound Licenses, an d ( f ) in the case of real property, Encumbrances that are easeme nts, rights - of - way, encroachments, restrictions, co nditions and other similar Encumbrances incurred or suffered in the ordinary course of business consistent with past practice and which, individually or in the aggregat e, do not and would not materially impair the use ( or contemplated use ), utility or value of the applicab le real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set f orth on a title report