PERMITTED ENCUMBRANCES. Each Property is sold and title will be conveyed subject to the following permitted encumbrances (the “Permitted Encumbrances”): any existing Lease (including any automatic renewal), comprehensive land use plans, zoning, restrictions, prohibitions and other requirements imposed by any governmental authority; outstanding oil, gas, water and mineral rights of record without surface right of entry; unplatted public utility easements of record; payable but not delinquent taxes for year of Closing, and other similar or customary encumbrances, encumbrances that will be released on or before Closing and those items shown in the Title Evidence (as defined below) approved or deemed approved by Buyer.

Liens existing on the Effective Date and any modifications, replacements, renewals or extensions thereof; provided that any Lien securing Indebtedness or other obligations in excess of $3,500,000 shall only be permitted if set forth on [Schedule 6.02]; provided further that # such modified, replacement, renewal or extension Lien does not extend to any additional property other than # after-acquired property that is affixed or incorporated into the property covered by such Lien and # proceeds and products thereof, and # the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by [Section 6.01];

any Lien on any Property of the Borrower existing on the Effective Date and set forth in [Schedule 6.03]; provided that # such Lien shall not apply to any other Property of the Borrower (other than proceeds and accessions and additions to such Property) and # such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof

any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in [Schedule 6.02]; provided that # such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary, # such Lien shall secure only those obligations which it secures on the date hereof and Refinance Indebtedness permitted under [Section 6.01(f), and (iii)])] with respect to any Lien on a cash collateral account to secure outstanding letters of credit, the amount on deposit to secure such letters of credit shall not exceed an amount equal to 105% of the amount of such letters of credit;

any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in [Schedule 6.02]; provided that # such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and # such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that # such Liens secure Indebtedness permitted by [clause (e) of Section 6.01], # such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, # the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and # such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;

any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in [Schedule 6.02] to the Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that # such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof, and # such Lien shall secure only those obligations which it secures on the date hereof and any refinancing, extension, renewal or replacement thereof that does not increase the outstanding principal amount thereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements;

Liens on any property or asset of the Company or any Subsidiary existing on the date hereof and set forth in [Schedule 6.01]; provided that # such Lien shall not apply to any other property or asset of the Company or any Subsidiary and # such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

any Lien on any property or asset of any Borrower or any Restricted Subsidiary existing on the date hereof and set forth in [Schedule 6.02]; provided that # such Lien shall not apply to any other property or asset of such Borrower or Restricted Subsidiary or any other Borrower or Restricted Subsidiary and # such Lien shall secure only those obligations which it secures on the date hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and set forth in [Schedule 6.02]; provided that # such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and # such Lien shall secure only those obligations which it secures on the date hereof and does not increase the principal amount of such obligations other than the amount of any fees (including any closing fees and original issue discount), premiums, make-whole amounts or penalties and accrued and unpaid interest thereon and expenses incurred in connection with such refinancing, renewal, extension or replacement, in each case, that are added to the principal amount of such obligations;

Permitted Encumbrances. The Properties shall be sold and conveyed by Seller subject to the following items which are sometimes herein referred to as “Permitted Encumbrances”: