definiens: shall mean ( a ) any Encumbrance that arises out of Taxesnot in default and payable without penalty or interest or the validity of which is being contested in good faith byappropriate proceedings, ( b ) any Encumbrance representing the rights of customers, suppliers and subcontractors inthe ordinary course of business under the terms of any Contracts to which the relevant party is a party or undergeneral 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 the ordinary course ofbusiness ), ( c ) in the case of any Contract, Encumbrances that are restrictions against the transfer or assignmentthereof that are included in the terms of such Contract, ( d ) in the case of real property, Encumbrances that areeasements, rights - of - way, encroachments, restrictions, conditions and other similar Encumbrances incurred orsuffered in the ordinary course of business and which, individually or in the aggregate, do not and would not materiallyimpair the use ( or contemplated use ), utility or value of the applicable real property or otherwise materially impair thepresent or contemplated business operations at such location, or zoning, entitlement, building and other land useregulations imposed by Governmental Bodies having jurisdiction over such real property or that are otherwise set forthon a title report