Common use of Liens Clause in Contracts

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Party, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure Liens in favor of the ObligationsLender or any Affiliate of the Lender; (b) Liens that secure Indebtedness of existing on the Company Parties Closing Date and described on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor AgreementSchedule 7.1; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or Liens for taxes which are being contested in good faith and by appropriate proceedings diligently conductedconducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conductedconducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or, with respect to any Plan, the Code; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person Person; (h) Liens securing Indebtedness permitted under Section 7.2(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and which(ii) the Indebtedness secured thereby does not exceed the cost or fair market value, with respect to Unencumbered Borrowing Base Propertieswhichever is lower, have been reviewed and approved in accordance with the requirements of the Bank property being acquired on the date of America Credit Facilityacquisition; (i) Liens securing judgments for arising from the payment filing of money not constituting an Event precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of Default under Section 11(i)business of such Person; (j) Liens (i) of a collecting bank arising under Section 4-210 of the interests Uniform Commercial Code on items in the course of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and collection or (ii) Liens in connection with Permitted Intercompany Mortgagesfavor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness interest or title of any Note Party a lessor, sublessor, licensor or Non-Guarantor Subsidiary incurred sublicensor under leases or assumed after licenses permitted by this Agreement that are entered into in the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation ordinary course of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarybusiness; (l) Liens on leases, licenses, subleases or sublicenses granted to others in the Equity Interests ordinary course of business that do not (i) interfere in any Non-Guarantor Subsidiarymaterial respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof;and (m) other Subject to prior written approval by the Lender in each instance, Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) Indebtedness in amounts an aggregate principal amount not exceeding to exceed $5,000,000 in the aggregate; and (n) 100,000 at any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holderstime outstanding.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered thereby is not changedby such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.03(b), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (dc) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty 60 days or if more than sixty (3060) days overdue, are unfiled and no other action has been take to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (fe) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries and (iii) Liens on proceeds of insurance policies securing Indebtedness permitted under Section 7.03(m)(i); (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances affecting any Real Property owned by incurred in the Company or any Guarantor ordinary course of business which, in with respect to all of the aggregateforegoing, are do not substantial in amount, secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds and products thereof and (ii) the Indebtedness secured thereby does not exceed as of the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) (i) Subject to the interests consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any ground lessor under an Eligible Ground Lease Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and the interests of not incurred in contemplation thereof, and not upon any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagesother property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens on any assets (other than any Unencumbered Borrowing Base Property reserved in leases of business premises entered into in the ordinary course of business for rent and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after for compliance with the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation terms of the financial covenants hereunder lease limited to equipment and fixtures on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiaryleased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the Equity Interests course of any Noncollection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-Guarantor Subsidiaryoff) and which are within the general parameters customary in the banking industry; providedor (iv) in connection with Cash Management Obligations and other obligations in respect of netting services, no overdraft protections and similar arrangements, in each case in connection with deposit accounts in the ordinary course of business and that are limited to Liens customary in such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofarrangements; (m) other Liens (i) on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations cash advances in favor of the Note Parties seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in j),to be applied against the aggregate; and (n) any interest of title of a lessor underpurchase price for such Investment, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filingsii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, registrations or agreements in foreign jurisdictions) relating toeach case, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable solely to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any extent such SubsidiaryInvestment or Disposition, as the case may be, from counsel that is reasonably acceptable would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the Required Holderscash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the foregoing clauses of this Section 7.01; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except for the following (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Closing Date and listed in on Schedule 5.15 7.01 and any renewals renewals, replacements, refinancings, restructurings or extensions thereof, ; provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid paid, and fees and expenses reasonably incurred incurred, in connection with any such refinancing renewal, replacement, refinancing, restructuring or extension of the underlying Indebtedness and by an amount equal to any existing commitments unutilized thereunder, under the underlying Indebtedness and (iii) the direct or any contingent obligor with respect thereto is not changed; (dc) Liens for taxes Taxes not yet due delinquent or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.04; (ed) Liens securing carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens imposed by Law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business, and which (i) do not in the aggregate materially detract from the value of the property of the Borrower and its Subsidiaries, taken as a whole, and do not materially impair the use thereof in the operation of the business which of the Borrower and its Subsidiaries, taken as a whole and (ii) if they secure obligations that are not overdue for a period of more than thirty (30) days or which then due and unpaid, are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable PersonSection 6.04; (fe) pledges Liens (other than any Lien imposed by ERISA) (i) imposed by requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed or (ii) arising by ERISA; (g) virtue of deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred made in the ordinary course of businessbusiness to secure liability for premiums to insurance carriers; provided, that, (A) with respect to clauses (i) and (ii), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP and (B) to the extent such Liens are not imposed by requirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents issued to support payment of such obligations; (hf) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ig) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) or attachments, in each case, not constituting an Event of Default Default; (h) Liens securing Indebtedness permitted under Section 11(i7.02(c); provided, that: (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness together with any accessions thereto and proceeds thereof, and (ii) such Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof; (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business; (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents, investment property and UK Cash Management Investments on deposit in one or more accounts maintained by the Borrower or any Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that in no case shall any such Liens secure (ieither directly or indirectly) the interests repayment of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany MortgagesIndebtedness; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness the filing of any Note Party UCC financing statements solely as a precautionary measure in connection with operating leases or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation consignment of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarygoods; (l) Liens on the Equity Interests of created, incurred or assumed by any NonBroker-Guarantor Dealer Subsidiary upon assets owned by such Broker-Dealer Subsidiary or held for such Broker-Dealer Subsidiary; provided, no such Liens shall be ’s account to secure Indebtedness permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofunder Section 7.02(g); (m) Liens securing Indebtedness permitted pursuant to Section 7.02(i); provided, that, (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property of the Borrower or any Subsidiary (other than improvements on the property subject thereto and proceeds thereof), (iii) such Lien shall secure only those obligations it secures on the date of acquisition, and (iv) such Lien shall be subordinated to the Liens created pursuant to the Collateral Documents on terms acceptable to the Lender; (n) licenses, sublicenses, leases or subleases granted to third Persons by the Borrower or its Subsidiaries or to the Borrower or its Subsidiaries by a third Person in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (o) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or an Investment permitted by Section 7.03; provided, that, not more than ten (10%) of the purchase price in respect of such letter of intent or purchase agreement has been deposited as a xxxx xxxxxxx money deposit; (p) Liens on assets of Foreign Subsidiaries; provided, that, (other than Unencumbered Borrowing Base Propertiesi) securing claims such Liens do not extend to, or other obligations encumber, assets that constitute Collateral, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 7.02(n); (q) Liens of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in Lender on cash collateral posted by the aggregateBorrower securing its obligations under those certain letters of credit permitted by Section 7.02(o); and (nr) any interest other Liens not permitted by the foregoing clauses of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure 7.01 securing Indebtedness or other obligations permitted pursuant to this Section 10.5 Agreement in an aggregate principal amount not to exceed $1,000,000 at any Indebtedness outstanding under one time outstanding; provided, that, no such Lien shall extend to or pursuant to cover any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersCollateral.

Liens. The Company and the Parent REIT will not not, and will not permit any Company Party to directly or indirectly of its Subsidiaries to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on any of its assets or with respect to any property or asset of any Company Party, whether now owned or held or hereafter acquired, or except any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except of the following (the items described in clauses (a) through (h) below to be referred to as each a “Permitted LiensEncumbrance”): (a) Liens, if any, that secure Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.21 and Section 8.2; (b) Liens that secure listed in Schedule 7.2 and existing on the Restatement Date and any replacement Liens (covering the same or a lesser scope of Collateral) in respect of replacement Indebtedness of the Company Parties on a pari passu basis with the Lien described in permitted under Section 10.5(a) subject to the terms of the Intercreditor Agreement7.1; (c) purchase money Liens existing on upon or in any fixed or capital assets to secure the Execution Date and listed in Schedule 5.15 and purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any renewals or extensions thereof, Capital Lease Obligations); provided that (i) the property covered thereby is not changedsuch Lien secures Indebtedness permitted by Section 7.1(g), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the amount secured acquisition or benefited thereby is the completion of the construction or improvements thereof, (iii) such Lien does not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal extend to any existing commitments unutilized thereunderother asset, and (iiiiv) the direct Indebtedness secured thereby does not exceed the cost of acquiring, constructing or any contingent obligor with respect thereto is not changedimproving such fixed or capital assets; (d) Liens for taxes taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto are being maintained on the books of the applicable Person in accordance with GAAP; (e) statutory Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or and other like Liens arising imposed by law in the ordinary course of business which are for amounts not overdue for a period of more than thirty sixty (3060) days past due or which are being contested in good faith and by appropriate proceedings diligently conductedand provided that, if delinquent for more than sixty (60) days, adequate reserves have been set aside with respect thereto are maintained on the books of the applicable Personin accordance with GAAP; (f) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations or letters of credit or guarantees issued in respect thereof; (g) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums; (h) deposits or pledges to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, governmental contracts, leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred nature, in each case in the ordinary course of business; (hi) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; (j) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of the Loan Parties maintains deposits in the ordinary course of business and Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection (or comparable foreign liens); (k) leases, subleases or licenses granted to others or to the Borrower or any of its Subsidiaries (in the ordinary course of business consistent with past practices) and associated negative pledges not interfering in any material respect with the ordinary conduct of the business or operations of any Loan Party; (l) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement; (m) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned imposed by the Company Law or any Guarantor which, arising in the aggregate, are not substantial in amount, and which ordinary course of business that do not in any case materially detract from the value of the property subject thereto any Material Real Property or other material assets or materially interfere with the ordinary conduct of the business of the applicable Person Parent and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under its Subsidiaries taken as a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregatewhole; and (n) Liens on the Real Property subject to any interest of the Real Estate Documents identified in any applicable ALTA mortgagee title insurance policy received and approved by the Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) relating to such Real Property; (o) Liens in favor of customs and revenue authorities arising as a lessor under, matter of law to secure payment of customs duties in connection with the importation of goods; (p) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of the Parent and its Subsidiaries in the ordinary course of business; (q) Liens arising from precautionary Uniform Commercial Code financing statements; (r) Liens on any property or evidenced asset of the Borrower or any Subsidiary securing Indebtedness permitted by protective UCC financing statements Section 7.1(o); provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or equivalent filings, registrations the date of such merger or agreements in foreign jurisdictionsthe date of such acquisition; (s) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5other Liens; provided that at the time of incurrence of the obligations secured thereby, the Company aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $22,500,000 and (y) 10.0% of Consolidated EBITDA for the Parent REIT shall notmost recently ended Test Period; (t) Liens securing Indebtedness permitted under Section 7.1(e), to the extent contemplated by, and shall subject to the limitations set forth in such section; and (u) Liens on the Floorplan Collateral securing the Approved Floorplan Financing so long as such Liens are subject to the Floorplan Intercreditor Agreement and do not permit attach to any Collateral (except as may be permitted by the Floorplan Intercreditor Agreement); (v) Liens securing Indebtedness permitted under Section 7.1(s), so long as such Liens only encumber inventory manufactured by BRP Inc. or one of their its Subsidiaries to, secure or Affiliates that is financed pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant the TCF Agreement and do not attach to any Primary Credit Facility unless Collateral; (w) Liens arising out of sale and until leaseback transactions (i) existing on the Notes Restatement Date or (ii) permitted under the definition of “Asset Sale”; and (x) extensions, renewals, or replacements of any Lien referred to in subsections (a) through (w) of this Section; provided that (x) the principal amount of the Indebtedness secured thereby is not increased (other than by any amount of any outstanding or capitalized interest and any guaranty delivered reasonable fees and expenses incurred in connection therewith) shall concurrently be secured equally and ratably with that any such Indebtedness pursuant to documentation reasonably acceptable extension, renewal or replacement is limited to the Required Holders in substance assets permitted to be encumbered thereby, and in form, including, without limitation, an intercreditor agreement and opinions of counsel to (y) such Lien remains outstanding under the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersclause above under which it was previously incurred.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens existing on the Closing Date that secure are (1) listed on Schedule 7.01(b) or (2) not securing liabilities in excess of $2,500,000, and any modifications, replacements, renewals, restructurings, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject obligations secured or benefited by such Liens, to the terms of the Intercreditor Agreementextent constituting Indebtedness, is permitted by Section 7.03; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals for Taxes, assessments or extensions thereof, provided governmental charges that are not overdue for a period of more than thirty (i30) the property covered thereby is not changed, (ii) the amount secured days or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens that secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAPGAAP or with respect to which the failure to make payment as to all such amounts, in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens incurred or other like Liens arising deposits made in the ordinary course of business which are not overdue for a period of more than thirty (30i) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISAof its Restricted Subsidiaries; (gf) Liens incurred or deposits made to secure the performance of bids, trade contracts contracts, governmental contracts, utilities, and leases (other than Indebtednessfor Indebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority in connection with any contract or Law) incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions building codes, restrictions, encroachments, licenses, protrusions and other similar encumbrances and minor survey exceptions and minor title defects affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amountProperty, and which any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties, that do not in any case materially detract from the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable Person and whichBorrower or any of its Restricted Subsidiaries, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facilitytaken as a whole; (h) Liens (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h), (ii) arising out of judgments or awards against a Loan Party or any of its Restricted Subsidiaries with respect to which an appeal or other appropriate proceeding for review is then being diligently pursued in good faith and (iii) constituting notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings, in each case of clauses (ii) and (iii) for which adequate reserves have been made; (i) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole or (ii) secure any Indebtedness for borrowed money; (j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the interests importation of any ground lessor under an Eligible Ground Lease and goods in the interests ordinary course of any TRS under a lease of any Unencumbered Borrowing Base Property business and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in connection with Permitted Intercompany Mortgagesrespect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or immediately after other commodities brokerage accounts incurred in the incurrence ordinary course of business, (iii) in favor of a banking or assumption other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other agreements entered into with customers in the ordinary course of business; (l) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(f), (i), (n) or, to the extent related to any of the foregoing, Section 7.02(s) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens (i) in favor of a Loan Party or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) there exists no violation in favor of a Loan Party; (n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; (q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes (r) [reserved]; (s) Liens that are contractual rights of setoff or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the financial covenants hereunder Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (t) Liens solely on a Pro Forma Basis after any xxxx xxxxxxx money deposits made by the incurrence Borrower or assumption any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (u) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (v) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, replacement, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property and proceeds or products of such Indebtednessproperty) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits, including and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (w) [reserved]; (x) Liens existing on such Real Property property at the time of its acquisition or existing on the property of any Person at the time such Real Property is Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case acquired by or assumed after the Company or applicable Guarantor or any Non-Guarantor Subsidiary; Closing Date (l) other than Liens on the Equity Interests of any NonPerson that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-Guarantor Subsidiaryacquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(g); (y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole; (z) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings; (aa) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (bb) the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(v) and (x); providedprovided that (i) the Lien does not extend to any additional property, no other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens shall be is permitted by Section 7.03 (to the extent constituting Indebtedness); (cc) Liens securing Indebtedness permitted under Section 7.03(q); provided that the Collateral Agent and the Other Debt Representative of the holders of each such Indebtedness are or become party to an Intercreditor Agreement, as appropriate; (dd) Liens with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Loan Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their its Restricted Subsidiaries to, that (i) secure pursuant Indebtedness permitted under Section 7.03(m) and (ii) rank junior to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation Liens securing the Obligations on terms reasonably acceptable to the Required Holders Administrative Agent; (ee) [reserved]; (ff) [reserved]; (gg) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in substance respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (hh) deposits of cash with the owner or lessor of premises leased and in form, including, without limitation, an intercreditor agreement and opinions operated by the Borrower or any of counsel its Subsidiaries to secure the Company and/or any performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; (ii) Liens securing Indebtedness permitted under Section 7.03(t); (jj) customary Liens of an indenture trustee on money or property held or collected by it to secure fees, as the case may be, from counsel that is reasonably acceptable expenses and indemnities owing to the Required Holders.it by any obligor under an indenture;

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any income jurisdiction a financing statement that names the Borrower or profits therefromany of its Subsidiaries as debtor, or assign any accounts or otherwise convey any other right to receive income or profitsincome, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure Liens pursuant to the ObligationsSenior Credit Facility and any refinancing thereof permitted by Section 7.03(b); (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.03(c), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(c); (dc) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) operators’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 90 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) (i) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility(ii) Immaterial Title Deficiencies; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h); (i) Liens on pipelines and pipeline facilities that arise by operation of law or other like Liens arising by operation of law in the ordinary course of business and incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that do not constitute Indebtedness and that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (j) (i) customary contractual Liens under operating lease agreements or which arise in the interests ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out and farm-in agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for obligations that do not constitute Indebtedness and that are not delinquent or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any ground lessor under an Eligible Ground Lease and such Lien referred to in this clause does not materially impair the interests use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any TRS under a lease Subsidiary or materially impair the value of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagessuch property subject thereto; (k) Permitted Encumbrances (as defined in the Senior Credit Facility); (l) Liens existing on assets at the time of acquisition thereof, or Liens existing on assets of an Person at the time such Person became a Subsidiary, which in each case were not created in contemplation thereof; (m) UCC financing statements filed in connection with an operating lease under which the Borrower or a Subsidiary is the lessee; (n) Liens on any assets of Lariat securing obligations of Lariat; (other than any Unencumbered Borrowing Base Property and related assetso) Liens securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Datepermitted under Section 7.03(f); provided, such Lien to secure such Indebtedness can only be incurred if: provided that (i) no Default shall exist immediately before or immediately after such Liens do not at any time encumber any property other than the incurrence or assumption property financed by such Indebtedness and (ii) there exists no violation the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is property being acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests date of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateacquisition; and (np) any interest Liens created by the Citi Payoff Documents securing reimbursement obligations in respect of title the Citi L/Cs; provided that the aggregate amount of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and cash collateral pledged thereunder shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersexceed $20,000,000.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any property or asset of any Company Partyits Property, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):for: (a) LiensSo long as such Liens are subject to the Intercreditor Agreement, if any, that secure Liens securing the First Lien Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Loan Party in accordance conformity with GAAP; (ec) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on in the books of the applicable PersonLoan Party in conformity with GAAP; provided that at no time shall such sums being contested exceed in the aggregate $10,000,000; (fd) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (ge) deposits by or on behalf of Borrower or any of its Subsidiaries to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, plugging and abandoning surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hf) encumbrances consisting of easements, rights-of-wayrestrictions, restrictions servitudes, permits, conditions, covenants, exceptions or reservations in any Property of Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals and other similar encumbrances affecting any Real Property owned by the Company like purposes, that, do not secure Indebtedness or any Guarantor whichother monetary obligations and, in the aggregate, are not substantial in amount, amount and do not materially impairs the use of such property by any Loan Party in the operation of its business and which do not in any case materially detract from the value of the property Property subject thereto are or materially interfere with would be violated in any material respect by existing or proposed operations of any Loan Party; (g) Liens in existence on the ordinary conduct date hereof listed on Schedule 6.3(g); provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilitySecurity Documents; (i) Liens securing judgments for the payment interest or title of money not constituting an Event a lessor under any lease entered into by Borrower or any of Default under Section 11(i)its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (j) (i) Liens under joint operating agreements, pooling or unitization agreements or similar contractual arrangements arising in the interests ordinary course of any ground lessor under the business of Borrower or its Subsidiaries to secure amounts owing, which amounts are not more than 90 days past due or are being contested in good faith by appropriate proceedings if such reserves as may be required by GAAP shall have been made therefore, and preferential rights to purchase and similar contractual provisions affecting an Eligible Ground Lease Oil and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany MortgagesGas Property; (k) all lessors’ royalties (and Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure the payment thereof), overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of production with respect to each Oil and Gas Property (in each case) that do not operate to reduce the net revenue interest for such Indebtedness can only be incurred if: Oil and Gas Property (iif any) no Default shall exist immediately before as reflected in any Mortgage or immediately after the incurrence most recently delivered Reserve Report or assumption increase the working interest for such Indebtedness Oil and Gas Property (iiif any) there exists no violation of as reflected in any Mortgage or the financial covenants hereunder on most recently delivered Reserve Report without a Pro Forma Basis after corresponding increase in the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarycorresponding net revenue interest; (l) Liens on under any oil and gas leases, farm-out agreements, production sales contracts, division orders, contracts for sale, operating agreements, area of mutual interest agreements, production handling agreements, joint venture agreements, oil and gas partnership agreements, unitization and pooling declarations and agreements, transportation agreements, marketing agreements, processing agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements in each case to the Equity Interests extent the same (i) are ordinary and customary to the oil, gas and other mineral exploration, development, processing or extraction business, (ii) do not otherwise cause any other express representation or warranty of any Non-Guarantor Subsidiary; providedLoan Party in any of the Loan Documents to be untrue, no (iii) do not operate to reduce the net revenue interest for such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, Oil and Gas Property (if any) as reflected in any entity which is the lessee with respect to an Unencumbered Borrowing Base Property Mortgage or the direct most recently delivered Reserve Report, or indirect parent thereofincrease the working interest for such Oil and Gas Property (if any) as reflected in any Mortgage or the most recently delivered Reserve Report without a corresponding increase in the corresponding net revenue interest, and (iv) secure obligations that are not delinquent and do not in any case materially detract from the value of the Oil and Gas Property subject thereto; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) not securing claims Indebtedness arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other obligations funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Note Parties Board and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in no such deposit account is intended by any Loan Party to provide collateral to the aggregatedepository institution; and (n) any interest Liens securing a capital or equipment lease of title of a lessor under, and Liens arising from Borrower or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their its Subsidiaries to, secure permitted pursuant to this Section 10.5 6.2(k), provided that such Liens do not at any Indebtedness outstanding under or pursuant time encumber any Property other than the Property subject to any Primary Credit Facility unless such capital and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersequipment lease.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any income jurisdiction a financing statement that names the Borrower or profits therefromany of its Restricted Subsidiaries as debtor, or assign any accounts or otherwise convey any other right to receive income or profitsincome, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that Liens pursuant to any Loan Document(including to secure the Senior Notes so long as the Senior Notes are required to be secured equally and ratably with the Obligations); (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 5.08 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.02(d), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d); (c) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet delinquent or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and in existence less than 90 days from the date of creation thereof for taxes amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if conducted and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable Person in accordance with GAAPGAAP and which Liens are not yet enforceable against other creditors; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens incurred or other like Liens arising deposits made in the ordinary course of business which are not overdue for a period of more than thirty (30including, without limitation, surety bonds and appeal bonds) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; (g) deposits benefits or to secure the performance of tenders, bids, trade leases, contracts and leases (other than for the repayment of Indebtedness), statutory obligations, surety and appeal bonds, performance bonds obligations and other similar obligations or arising as a result of a like nature incurred in the ordinary course of businessprogress payments under government contracts; (hf) easementseasements (including reciprocal easement agreements and utility agreements), rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances affecting any Real Property owned by the Company (whether or any Guarantor whichnot recorded), in the aggregate, are not substantial in amount, and which do not in any case interfere materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person Borrower or any Subsidiary and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with which do not materially detract from the requirements value of the Bank of America Credit Facilityproperty to which they attach or materially impair the use thereof to the Borrower or any Subsidiary; (ig) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h); (h) Liens securing Indebtedness permitted under Section 7.02(i); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.19), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.02(j); (j) (i) any interest or title of a lessor or sublessor under any lease entered into by the interests Borrower or any of any ground lessor under an Eligible Ground Lease its Restricted Subsidiaries in the ordinary course of business and covering only the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagesassets so leased; (k) Liens on any assets (cash deposits and other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any Note Party statutory or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien common law provision relating to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarybanker’s liens; (l) Liens on leases, licenses, subleases or sublicenses granted to others in the Equity Interests ordinary course of business that (i) do not interfere in any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted material respect with respect to the Equity Interests business of Pebblebrook Hotel Lessee, the Borrower or any entity which is of the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofSubsidiaries and (ii) do not secure any Indebtedness; (m) other Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on assets items in the course of collection, (other than Unencumbered Borrowing Base Propertiesii) securing claims attaching to commodity trading accounts or other obligations commodities brokerage accounts incurred in the ordinary course of business, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (o) Liens (i) on cash advances in favor of the Note Parties and their seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 7.03 or to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05, solely to the extent such Disposition, would have been permitted on the date of the creation of such Lien; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateordinary course of business; and (nq) any interest of title of a lessor under, and other Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any securing Indebtedness outstanding under or pursuant in an aggregate principal amount not to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersexceed $50,000,000.

Liens. The Company Each Credit Party shall not, and the Parent REIT will not and will shall not permit any Company Party to Subsidiary to, directly or indirectly create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of pursuant to or required by the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of Senior Secured Indenture and the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) increased and any renewal or extension of the amount obligations secured or benefited thereby is not increased except permitted by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changedSection 7.03(c); (d) Liens for taxes taxes, assessments or other governmental charges or levies not yet due delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, suppliers’ materialmen’s, landlords’, repairmen’s ’s, Liens for labor done and materials and services supplied and furnished or other like Liens arising in the ordinary course of business (i) which are not overdue filed or recorded for a period of more than thirty 60 days, (30ii) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person, or (iii) which have been bonded or which the Title Company has agreed to insure over, in either case in a manner satisfactory to the Administrative Agent; (f) pledges or deposits made or Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or employment or insurance legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (i) Liens securing writs of attachment or similar instruments or judgments for the payment of money not constituting an Event of Default under Section 11(i);8.01(h) or securing appeal or other surety bonds related to such judgments; and (j) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) the interests of such Liens do not at any ground lessor under an Eligible Ground Lease and the interests of time encumber any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (property other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption property financed by such Indebtedness and (ii) there exists no violation the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is property being acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests date of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersacquisition.

Liens. The Company and the Parent REIT will not and not, nor will not it cause or permit any Company Party to directly or indirectly of its Qualified Subsidiaries to, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Party, whether now owned or held or hereafter acquired, or any income or profits therefromacquired by it, or assign or otherwise convey sell any right to receive income or profitsrevenues (including accounts receivable) or rights in respect of any thereof, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens(i) Liens of the Company existing on the date hereof; and (ii) Liens of a Qualified Subsidiary existing on the date such Qualified Subsidiary first becomes a Qualified Subsidiary, and, if anyany Qualified Subsidiary ceases to be a Qualified Subsidiary and is subsequently redesignated as a Qualified Subsidiary, Liens of such Qualified Subsidiary as of the date of such redesignation; provided that, in each case, such Liens (A) shall secure only those obligations that they secure on the Obligationsrelevant date and extensions, renewals, exchanges and replacements thereof permitted hereunder and (B) shall not apply to any property of the Company or any Subsidiary other than the property thereof covered by such Liens on the relevant date; (b) Liens any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Qualified Subsidiary; provided that secure Indebtedness (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Company Parties or any Subsidiary and (iii) such Lien secures only those obligations that it secures on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms date of the Intercreditor Agreementsuch acquisition; (c) Liens existing on the Execution Date for taxes, assessments and listed governmental charges not yet due or that are being contested in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection compliance with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changedSection 5.04; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which and securing obligations that are not overdue for a period of more than thirty (30) days due and payable or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable PersonSection 5.04; (fe) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ workmen’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISALaws; (gf) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting any Real Property owned by incurred in the Company or any Guarantor whichordinary course of business that, in the aggregate, are not substantial in amount, amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person Company or any Qualified Subsidiary; (h) Liens arising in the ordinary course of business on operating accounts (including deposit accounts and whichany related securities accounts) maintained by the Company or any Qualified Subsidiary in the ordinary course of business, with respect to Unencumbered Borrowing Base Properties, have been reviewed including bankers’ Liens and approved rights of setoff arising in accordance with the requirements of the Bank of America Credit Facilityconnection therewith; (i) judgment Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i)Article VII; (j) (i) Liens securing Swap Contracts for the interests purpose of hedging or mitigating risks to which the Company or any ground lessor under an Eligible Ground Lease and Qualified Subsidiary is exposed in the interests normal conduct of any TRS under a lease their business or management of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagestheir assets or liabilities; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before Liens on (A) Equity Interests of ILFC, Maiden Lane II LLC and Maiden Lane III LLC, (B) the proceeds thereof and distributions thereon and (C) contracts with respect to the sale or immediately after other disposition of any of the incurrence or assumption such Indebtedness foregoing, in each case, in favor of AIA Aurora LLC and AM Holdings LLC (formerly, ALICO Holdings LLC) (the “SPVs”) securing intercompany loans by the SPVs to the Company and (ii) there exists no violation any other Liens incurred pursuant to the Recapitalization Documents and the transactions contemplated thereby; (l) Liens arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies, insurance regulators or as otherwise incurred in the ordinary course of business of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Company and any Qualified Subsidiary; (m) Liens on such Real Property existing at the time such Real Property is acquired assets acquired, constructed or improved by the Company or applicable Guarantor any Qualified Subsidiary; provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or within 360 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such assets and (iii) such Liens shall not apply to any other property or assets of such Person; (n) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements constructed) by the Company or any Non-Guarantor Qualified Subsidiary; provided that (i) such security interests secure Excluded Indebtedness, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) or (iv) such security interests do not apply to any other property or assets of the Company or any Subsidiary; (lo) Liens not otherwise permitted by this Section arising in the ordinary course of the business of the Company or any Qualified Subsidiary that do not secure any Indebtedness other than Excluded Indebtedness; (p) Liens arising out of obligations (i) to return collateral consisting of cash or securities arising out of or in connection with the lending of the same or substantially similar securities or (ii) to purchase securities arising out of or in connection with the sale of the same or substantially similar securities, in each case in the ordinary course of the business of such Qualified Subsidiary, in each case consistent with past practice; (q) Liens on securitized assets (including notes or accounts receivable) in connection with securitizations of such assets entered into in connection with the normal conduct of their business or management of their assets or liabilities; (r) Liens securing obligations in respect of letters of credit issued on behalf of any Insurance Subsidiary for insurance regulatory or reinsurance purposes; (s) Liens securing obligations in connection with ordinary course operation of the affordable housing business of SAFG Retirement Services, Inc. and its subsidiaries; (t) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests direct subsidiaries of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofAGC Life Insurance Company; (mu) other Liens on assets intercompany Indebtedness (other than Unencumbered Borrowing Base Propertiesincluding Guarantees) incurred in connection with the winding down of AIG Financial Products Corp. and its Subsidiaries and Liens on intercompany Indebtedness of any Qualified Subsidiary owed to the Company; (v) Liens incurred pursuant to the Loan Documents; (w) Liens securing claims or other obligations of the Note Parties and their Subsidiaries (other than Excluded Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (nx) Liens on any interest of title of assets as security required by applicable Law as a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable condition to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions transaction of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersbusiness.

Liens. The Company and Neither the Parent REIT will not and will not permit any Company Party to Borrower nor the Restricted Subsidiaries shall, directly or indirectly indirectly, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or other than the following: Liens pursuant to any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Loan Document; Liens existing on the Execution Date and Closing Date; provided that any Lien securing Indebtedness in excess of (x) $2,500,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (b) that are not listed in on Schedule 5.15 7.01(b)) shall only be permitted to the extent such Lien is listed on Schedule 7.01(b), and any renewals modifications, replacements, renewals, refinancings or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby is not changedby such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the amount replacement, renewal, extension or refinancing of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is not increased except permitted by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Section 7.03; Liens for taxes Taxes that are not yet due overdue for a period of more than thirty (30) days or which that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP to the extent required by GAAP; (e) ; statutory or common law Liens of landlords, sublandlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business which are that secure amounts not overdue for a period of more than thirty (30) days or which if more than thirty (30) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect GAAP to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofextent required by GAAP; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any property or asset of any Company Partyits property, whether now owned or held or hereafter acquired, or any income or profits therefromexcept the following (collectively, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that for (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which (ii) taxes that are being contested in good faith by appropriate proceedings diligently conductedproceedings; provided that, if in the case of clause (ii) only, adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (eb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or in connection with the operation and maintenance of its property, which do not in the aggregate materially detract from the value of the property to which they are attached or materially impair the use thereof or that are for amounts not overdue for a period of more than thirty ninety (3090) days or which that are being contested in good faith and by appropriate dispute resolution or other proceedings diligently conducted, if and are either bonded over or for which adequate reserves with respect thereto are maintained on the books of the applicable PersonBorrower or its Subsidiaries, as the case may be, in conformity with GAAP; (fc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation incurred in the ordinary course of business; (gd) (i) deposits to secure the performance of bids, tenders, trade contracts and (other than for Indebtedness for Borrowed Money), leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (ii) Liens securing judgments or the payment of money (not constituting a Default under Section 8(h)) or securing appeal or other surety bonds related to such judgments; (he) easements, rights-of-way, restrictions way and other similar encumbrances affecting on title to real property that do not render title to such property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purpose; 100 Sunshine (National) – Credit Agreement (f) Liens in existence on the date hereof set forth on Schedule 7.3(f); provided that no such Lien is spread to cover any Real Property owned additional property after the Closing Date and was not incurred in connection with Indebtedness for Borrowed Money; (g) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(d) to finance the acquisition of fixed or capital assets or pursuant to Section 7.2(k) to finance Capital Expenditures; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens (i) created pursuant to the Security Documents, and (ii) securing obligations under any Specified Hedge Agreement entered into by the Company Borrower or any Guarantor whichof its Subsidiaries, subject to any applicable limitations set forth in the Intercreditor Agreement; provided that any Permitted Hedge Counterparty party to any such Specified Hedge Agreement shall be a party to the Intercreditor Agreement, or shall have become a party to the Intercreditor Agreement (if required thereunder and subject to the grace periods provided therein) as, and shall have the obligations of, a “Secured Party” thereunder; (i) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) all matters disclosed (i) on any survey relating to any of the Properties or (ii) listed as an exception or Lien in any title policy relating to the Properties, in each case, to the extent provided to the Administrative Agent on or before the Closing Date; (k) imperfections or irregularities of title and other Liens that would not, in the aggregate, are not substantial in amount, and which do not in any case reasonably be expected to materially detract from the use of the affected property or the value of the property subject thereto Projects as a whole; (l) zoning, planning and other similar limitations and restrictions, and all rights of any Governmental Authority to regulate any real property, including easements and rights of way appertaining thereto; (m) Liens arising by virtue of any statutory or materially interfere with common law provision relating to banker’s liens, rights of set-off or similar rights; 101 Sunshine (National) – Credit Agreement (n) any Lien arising in the ordinary conduct course of the business consistent with past practices by operation of the applicable Person and which, law with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved a liability that is not yet due or delinquent or which is being contested in accordance with the requirements of the Bank of America Credit Facilitygood faith by appropriate dispute resolution or other proceedings; (i) Liens securing judgments for on accounts receivable and each related deposit or securities account to the payment extent such accounts receivable are deposited therein granted in each case on customary terms over no greater than sixty (60) days of money not constituting an Event receivables pursuant to any Permitted Commodity Hedge and Power Sales Agreement and any Energy Management Agreement and entered into by the Borrower or any of Default under Section 11(i); (j) (i) its Subsidiaries in the interests ordinary course of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property business and (ii) Liens on deposits of cash or Cash Equivalents securing obligations under Permitted Commodity Hedge and Power Sales Agreements and any Energy Management Agreement in the ordinary course of business; (p) (i) terms and conditions of Contractual Obligations in existence on the Closing Date or (ii) Additional Project Contracts; (q) Liens not otherwise constituting Permitted Liens under this Section 7.3 incidental to the ordinary course of business that are not incurred in connection with Permitted Intercompany MortgagesIndebtedness for Borrowed Money and that do not in individually or in the aggregate materially impair the use of the property or assets of the Borrower and its Subsidiaries to which such Liens relate or the value of such property or assets for the purposes of such business; (kr) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (s) Liens on not otherwise permitted hereunder so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $3,000,000 at any assets one time; (t) any netting or set-off arrangements under any Contractual Obligation (other than any Unencumbered Borrowing Base Property and related assetsContractual Obligation constituting Indebtedness for Borrowed Money or having the effect of Indebtedness for Borrowed Money) securing Indebtedness otherwise permitted under the terms of the Intercreditor Agreement; (u) Liens on Excluded Assets other than any real property assets which may constitute Excluded Assets; (v) Liens with respect to any cash collateral account in favor of any Note Party applicable Revolving Facility Issuing Bank securing obligations owing to any Revolving Facility Issuing Bank under the Loan Documents; and (w) Liens consisting of an agreement to Dispose of any property or Non-Guarantor Subsidiary incurred or assumed after the Execution DateCapital Stock in a Disposition permitted under Section 7.5; provided, such Lien to secure such Indebtedness can only be incurred if: provided that (i) no Default shall exist immediately before such agreement is limited to such property or immediately after the incurrence or assumption such Indebtedness Capital Stock and (ii) there exists no violation such agreement shall not adversely affect the Obligations of the financial covenants hereunder on a Pro Forma Basis after Borrower or the rights and remedies of the Lenders under this Agreement. 102 Sunshine (National) – Credit Agreement To the extent that the creation, incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests Lien could be attributable to more than one subsection of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.57.3, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant Borrower may allocate such Lien to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with one or more of such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance subsections and in form, including, without limitation, an intercreditor agreement and opinions no event shall the same portion of counsel Lien be deemed to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable utilize or be attributable to the Required Holdersmore than one subsection.

Liens. The Company and the Parent REIT will not and will not Create, incur, assume, or suffer to exist, or permit any Company Party Subsidiary to directly or indirectly create, incur, assume assume, or permit suffer to exist (exist, any Lien, upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Partyits properties, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d1) Liens for taxes or assessments or other government charges or levies if not yet due and payable or, if due and payable, if they are being contested in good faith by appropriate proceedings and for which appropriate reserves are maintained; (2) Liens imposed by law, such as mechanics’, materialmen’s, landlords’, warehousemen’s, and carriers’ Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than ninety (90) days or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate and for which appropriate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPhave been established; (e3) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with under workers’ compensation, unemployment insurance and other social security insurance, Social Security, or similar legislation, other than any Lien imposed by ERISA; (g4) deposits Liens, deposits, or pledges to secure the performance of bids, trade tenders, contracts and leases (other than Indebtednesscontracts for the payment of money), Capital Leases (permitted under the terms of this Agreement), public or statutory obligations, surety and appeal surety, stay, appeal, indemnity, performance, or other similar bonds, performance bonds and or other similar obligations of a like nature incurred arising in the ordinary course of business; (h5) easementsJudgment and other similar Liens arising in connection with any court proceeding, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (6) Easements, rights-of-way, restrictions restrictions, and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are do not substantial in amountmaterially interfere with the occupation, use, and which do not enjoyment by the Borrower or any Subsidiary of the property or assets encumbered thereby in any case the normal course of its business or materially detract from impair the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facilitythereto; (i7) Liens securing judgments for the payment of money not constituting an Event of Default Secured Debt permitted under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders6.02.

Liens. The Company and the Parent REIT will not not, and will not permit any Company Party to directly of its Subsidiaries to, create or indirectly create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any property or asset of any Company Partyassets, whether now owned or held or hereafter acquired, securing any Indebtedness or any income or profits therefromother obligation, or assign or otherwise convey any right to receive income or profits, except except: (i) the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject created pursuant to the terms of Security Documents; (ii) the Intercreditor Agreement; (c) Liens existing on the Execution A&R Closing Date and listed set forth in Schedule 5.15 III and Liens arising out of the refinancing, extension, renewal or refunding of any renewals or extensions thereofIndebtedness secured by any Lien set forth on Schedule III, provided that (i) the property covered thereby is not changed, (ii) the principal amount secured or benefited thereby of such Indebtedness is not increased except and is not secured by an amount equal any additional assets; (iii) (A) Liens securing Indebtedness permitted by clauses (iii), (v), (viii), (ix)(b), (xi) (solely to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal the extent the Indebtedness that is guaranteed is otherwise permitted to any existing commitments unutilized thereunder, be secured pursuant to this Section 9.13) and/or (xii) of Section 9.08; and (iiiB) Liens securing Acquired Debt, provided that such Liens cover only those assets that were covered by such Liens prior to the direct or any contingent obligor with respect thereto is not changed; relevant acquisitions; (div) Liens for taxes and assessments not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; ; (ev) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; ; (fvi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; (vii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; EXXXX; (gviii) normal and customary banker’s Liens and rights of setoff arising in the ordinary course of business with respect to cash and cash equivalents; provided that such cash and cash equivalents are not dedicated cash collateral in favor of such depository institution and are not otherwise intended to provide collateral security (other than for customary account commissions, fees and reimbursable expenses relating solely to deposit accounts, and for returned items); (ix) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; ; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (ix) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i10.01(8); ); (jxi) leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Parent or any Subsidiary; (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (kxii) Liens on any properties or assets of an Excluded Subsidiary (other than any Unencumbered Borrowing Base Property and related assetsa Subsidiary Borrower) securing Indebtedness of any Note Party or Non-Guarantor such Excluded Subsidiary incurred or assumed after the Execution Datepermitted hereunder; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (mxiii) other Liens arising in the ordinary course of the business of the Parent or such Subsidiary which are not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (xiv) Liens under the instruments governing (A) an Accounts Receivable Financing or (B) a Permitted Mortgage Financing permitted by Section 9.08 hereof; (xv) Liens securing other Indebtedness in an outstanding principal amount not at any time exceeding the greater of (x) $400,000,000 and (y) 25% of EBITDA as of the last day of the most recently ended TTM Period, calculated on assets a pro forma basis; (xvi) the reservations, limitations, provisos and conditions expressed in any original grant from the Crown in right of Canada or any province or territory thereof, as applicable, of any real property or any interest therein or in any comparable grant in jurisdictions other than Unencumbered Borrowing Base PropertiesCanada; provided that such reservations, limitations, provisos and conditions do not reduce the value of the applicable property or assets or materially interfere with the use of such property or assets; (xvii) securing claims Liens granted to a public utility or any municipality or governmental or other obligations public authority when required by such utility or other authority in connection with the operation of the Note Parties business or the ownership of the property or assets; provided that such Liens do not reduce the value of the property or assets or materially interfere with the use of such property or assets; and their Subsidiaries (xviii) servicing agreements, development agreements, site plan agreements, subdivision agreements and other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of agreements with a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable Governmental Authority pertaining to the Required Holders in substance use or development of any properties or assets; provided that such agreements are complied with and in form, including, without limitation, an intercreditor agreement and opinions do not reduce the value of counsel to the Company and/or any property or assets or materially interfere with the use of such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersproperty or assets.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) exist, any Lien on upon any of its Oil and Gas Properties, or with respect to any property of its property, assets or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 to this Agreement and any renewals or extensions thereof; provided that secure Indebtedness the property covered thereby is not increased, the amount of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms Indebtedness secured thereby is not increased, and any renewal or extension of the Intercreditor obligations secured or benefited thereby is permitted under this Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereoffor taxes, provided that (i) the property covered thereby is not changedassessments, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct governmental charges or any contingent obligor with respect thereto is not changed; (d) Liens for taxes levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) landlord’s, royalty owner’s, supplier’s, constructor’s, operator’s, vendor’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or which are incident to the exploration, development, operation and maintenance of the Oil and Gas Properties not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions restrictions, servitudes, permits, conditions, covenants, exceptions or reservations and other similar encumbrances encumbrances, defects, irregularities and deficiencies in title affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect Person; (h) judgment Liens not giving rise to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements an Event of the Bank of America Credit FacilityDefault; (i) Liens securing judgments for any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the payment MLP, the Borrower or any of money their respective Subsidiaries; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, and (ii) such Lien was not constituting an Event created in contemplation of Default under Section 11(i)or in connection with such acquisition; (j) (i) Liens securing Capital Lease obligations; provided that the interests Indebtedness in respect of any ground lessor such Capital Lease obligations is permitted under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany MortgagesSection 7.04(f); (k) purchase money Liens upon or in any property acquired, constructed or improved by Borrower or any of its Subsidiaries (placed on any assets (other than any Unencumbered Borrowing Base Property and related assetssuch property at the time of such acquisition or the completion of the construction or improvement or within 90 days thereafter) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure the deferred portion of the purchase price of such property or to secure Indebtedness can only be incurred if: to finance the acquisition, construction or improvement of such property; provided that (i) no Default such Lien shall exist immediately before be extended to cover property other than the property being acquired, constructed or immediately after the incurrence or assumption such Indebtedness improved and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property Indebtedness thereby secured is acquired permitted by the Company or applicable Guarantor or any Non-Guarantor SubsidiarySection 7.04(e); (l) Liens on reserved in or exercisable under any lease or sublease to which the Equity Interests Borrower or a Subsidiary is a lessee which secure the payment of any Non-Guarantor Subsidiaryrent or compliance with the terms of such lease or sublease; provided, no that the rent under such Liens shall be permitted lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent terms and conditions thereof; (m) other any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased, and any interest of a landowner in the case of easements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the property subject to the easement; (n) Liens on assets securing obligations (other than Unencumbered Borrowing Base Propertiesobligations representing Indebtedness for borrowed money) securing claims under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries; (o) licenses of patents, trademarks and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries; (p) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other obligations funds maintained with a creditor depository institution; (q) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; (r) Liens securing an obligation of a third party neither created, assumed nor Guaranteed by the Borrower or any Subsidiary upon lands over which easements or similar rights are acquired by the Borrower or any Subsidiary in the ordinary course of business of the Note Parties and their Subsidiaries Borrower or any Subsidiary; (other than Indebtednesss) in amounts not exceeding $5,000,000 intentionally deleted; (t) Liens securing the Obligations (as defined in the aggregateFirst Lien Credit Agreement); (u) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; (v) Liens arising solely by virtue of cash collateralizing that certain $1,000,000 letter of credit No. NZS564784 issued for the account of Borrower by Xxxxx Fargo Bank, N.A. dated February 15, 2006 for the benefit of Devon Energy Production Company and Tall Grass Services, LLC; Borrower agreeing that it will use reasonable efforts to induce each of Devon Energy Production Company and Tall Grass Services, LLC to accept a replacement Letter of Credit issued under this Agreement and thereby eliminate the requirement for Borrower to cash collateralize such letters of credit and the Borrower will advise the Administrative Agent every 30 days on the status of effecting such replacement until such letter of credit is replaced, terminated or expires; (w) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for sale, purchase, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, royalty and overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent; (x) Rights reserved to or vested in a Governmental Authority having jurisdiction to control or regulate any Oil and Gas Property in any manner whatsoever and all laws of such Governmental Authorities, so long as the Borrower and its Subsidiaries are in compliance with all such laws, except for any non-compliance that would not result in a Material Adverse Effect; (y) consents to assignment and similar contractual provisions affecting an Oil and Gas Property to the extent, and only to the extent, such consents are not affected by or required for the execution, delivery, performance and enforcement of any Loan Document; (z) preferential rights to purchase and similar contractual provisions affecting an Oil and Gas Property to the extent, and only to the extent, such consents are not affected by delivery of any Loan Document or, if affected, have been waived; and (naa) any all defects and irregularities affecting title to an Oil and Gas Property that could not operate to reduce the net revenue interest of title the Borrower and its Subsidiaries for such Oil and Gas Property (if any), increase the working interest of the Borrower and its Subsidiaries for such Oil and Gas Property (if any) without a lessor undercorresponding increase in the corresponding net revenue interest, or otherwise interfere materially with the operation, value or use of such Oil and Liens arising from Gas Property or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holderscause a Material Adverse Effect.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or assign any income accounts or profits therefrom, or assign or otherwise convey any other right to receive income or profitsincome, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.03(b)), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (dc) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) terms, conditions, exceptions, limitations, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances affecting charges or encumbrances, minor right-of-way gaps and minor title deficiencies on or with respect to any Real Property owned by the Company pipeline system or any Guarantor whichother real property, in each case, whether now or hereafter in existence, that would not, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or be reasonably expected to materially interfere with the ordinary conduct of the business of the applicable Person Borrower or materially detract from the use of the property which they affect, and whichfor the purposes of this Agreement, with any minor title deficiency shall include, but not be limited to, terms, conditions, exceptions, limitations, easements, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the properties of any Loan Party that are customarily granted or permitted to Unencumbered Borrowing Base Propertiesexist in the midstream pipeline industry or oil and gas industry; provided, have been reviewed however, that such deficiencies, individually and approved in accordance the aggregate, do not materially interfere with the requirements ordinary conduct of the Bank business of America Credit Facilitythe Borrower and do not materially detract from the use of the property which they affect; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the purchase price or cost of the property being acquired on the date of acquisition; (j) (i) the interests Liens arising solely by virtue of any ground lessor statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under an Eligible Ground Lease general depository or brokerage agreements, and the interests of any TRS under burdening only deposit or brokerage accounts or other funds and assets maintained with a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagescreditor depository institution or brokerage; (k) Liens on any assets (arising from precautionary Uniform Commercial Code financing statements relating to operating leases and other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness contractual arrangements entered into in the ordinary course of any Note Party business that describe only the property subject to such operating lease or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarycontractual arrangement; (l) statutory Liens, and any deposits, arising in the ordinary course of business relating to purchases of Hydrocarbons in favor of producers thereof; provided that (i) such Liens do not at any time encumber any property other than the Hydrocarbons being purchased and secure only amounts due for the purchase thereof, and (ii) the amount secured thereby is not overdue for a period of more than 30 days or is otherwise being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the Equity Interests books of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofapplicable Person; (m) other Liens on assets rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (other than Unencumbered Borrowing Base Propertiesn) securing claims rights reserved to or other obligations vested by law in any Governmental Authority to in any manner, control or regulate in any manner any of the Note Parties properties of any Borrower or any of its Subsidiaries or the use thereof or the rights and their interest of any Borrower or any of its Subsidiaries therein, in any manner under any and all laws; (o) Liens existing on any property or asset prior to the acquisition thereof by any Borrower or any of its Subsidiaries or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Liens are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (ii) such Liens shall not apply to any other than Indebtednessproperty or assets of any Borrower or any of its other Subsidiaries, (iii) such Liens shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof and (iv) the debt secured by such Lien is debt permitted under Section 7.03(h) hereof; (p) Liens arising in amounts not exceeding $5,000,000 in connection with the aggregatePermitted Sale/Leaseback Transactions; (q) the Insurance Premium Financing Lien; and (nr) Liens attaching to any interest of title of a lessor underdeposit accounts in which cash collateral in an aggregate amount not to exceed $5,000,000 has been provided in connection with Hedging Contracts existing on the Closing Date and permitted under Section 7.03(e) (without extension or renewal or increase in notional amount). provided, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained nothing in this Section 10.5, 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Company and the Parent REIT shall not, and shall not permit Administrative Agent or any of their Subsidiaries to, secure pursuant to this Section 10.5 Lender that any Indebtedness outstanding subject to or secured by any Lien, right or other interest permitted under or pursuant subsections (a) through (l) above ranks in priority to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersObligation.

Liens. The Company Each Borrower shall not, and the Parent REIT will not and will shall not permit any Company Party to directly or indirectly of its Subsidiaries to, create, assume, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property (including Hydrocarbon Interests, accounts receivable and Equity Interests in Subsidiaries or with respect to any property or asset of any Company Partyother Persons), whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure Liens securing payment of the Obligations; (b) purchase money Liens that secure securing Indebtedness of the Company Parties on a pari passu basis with type permitted under Section 8.1(b) incurred to finance the acquisition of specific fixed assets or equipment; provided that (w) such Lien described in Section 10.5(ais created within sixty (60) subject to the terms days of the Intercreditor Agreementincurrence of such Indebtedness, (x) the principal amount of the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such fixed assets or equipment, (y) such Lien encumbers only the fixed assets or equipment that are financed by such Indebtedness and does not attach to any other assets of such Borrower or any of its Subsidiaries and (z) the amount of Indebtedness secured thereby is not increased; (c) Liens existing on for taxes, assessments or other governmental charges or levies not at the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, time delinquent (provided that (i) the property covered thereby is not changedno foreclosure, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium sale or other reasonable amount paid and fees and expenses reasonably incurred enforcement proceedings in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iiirespect thereof have been initiated) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which that are being diligently contested in good faith by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP shall have been set aside; (ed) carriers’carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, landlords’ or other like similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (e) Liens in favor of operators and non-operators under joint operating agreements arising in the ordinary course of business which to secure amounts owing by such Borrower or any of its Subsidiaries that are not overdue for a period of more than thirty (30) days yet due or which that are being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves in accordance with respect thereto are maintained on the books of the applicable PersonGAAP shall have been set aside; (f) pledges obligations of such Borrower or deposits any of its Subsidiaries in respect of royalty payments, overriding royalty payments, net profit interests, production payments, reversionary interests, calls on production, preferential purchase rights and other deductions from the proceeds of Hydrocarbon production, that do not secure Indebtedness for borrowed money and that are taken into account in computing the net revenue interests and working interests of such Borrower or any of its Subsidiaries warranted in the Security Documents; (g) Liens created by, or arising under any Applicable Law (in contrast with Liens voluntarily granted) in the ordinary course of business of such Borrower or any of its Subsidiaries in connection with workers’ compensation, unemployment insurance and insurance, employers’ health tax or other social security legislation, other than any Lien imposed or statutory obligations that secure amounts that are not yet due or that are being diligently contested in good faith by ERISAappropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (gh) Liens arising under operating agreements, unitization and pooling agreements and orders, farm-out agreements, gas balancing agreements and other related agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into by such Borrower or any of its Subsidiaries in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of such Borrower or any of its Subsidiaries warranted in the Security Documents, to the extent that any such Lien does not materially detract from the value of the property encumbered by such Lien or materially impair the use thereof in the operation of the business of such Borrower or any of its Subsidiaries; (i) Liens arising pursuant to deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness)contracts, statutory obligationsHydrocarbon Licenses, surety and appeal bonds, or performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness of such Borrower or any of its Subsidiaries; (hj) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by such Borrower or any of its Subsidiaries (other than the Collection Accounts), in each case granted in the ordinary course of business in favor of the bank or financial institution with which such accounts are maintained, securing amounts owing to such bank or financial institution with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (k) judgment Liens in existence for less than forty-five (45) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and that do not otherwise result in an Event of Default under Section 9.1(g); (l) easements, rights-of-way, zoning restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor whichencumbrances, and minor defects in the aggregatechain of title that are customarily accepted in the oil and gas financing industry, are not substantial in amount, and none of which do not in any case materially detract detracts from the value of the property subject thereto encumbered thereby or materially interfere with impairs the ordinary conduct use thereof in the operation of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor Borrower or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofits Subsidiaries; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims Liens, if any, granted in favor of the LC Issuer to cash collateralize or other otherwise secure the obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregatean LC Participant that is a Delinquent Lender to fund risk participations hereunder; and (n) any interest Liens specified in Item 8.2 of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersDisclosure Schedule.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any income jurisdiction a financing statement that names any Loan Party or profits therefromany of its Subsidiaries as debtor, or assign any accounts or otherwise convey any other right to receive income or profitsincome, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure securing Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.02(e), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e); (dc) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP or Liens for taxes that are not either individually or in aggregate material; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson or which are bonded; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions restrictions, servitudes, covenants, licenses, encroachments, minor defects or other irregularities in title, liens securing obligations under reciprocal easements or similar agreements and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (i) any interest or title of a lessor or sublessor under any lease not prohibited by this Agreement (ii) any Lien or restriction to which the interest or title of such lessor or sublessor may be subject, or (iii) any subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (i) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering in any material respect with the ordinary conduct of the business of the Loan Parties or any of their Subsidiaries; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower or any Wholly-Owned Subsidiary Guarantor, and (ii) Liens on the property or assets of any MLP Subsidiary in favor of any Wholly-Owned MLP Subsidiary; (l) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) Liens securing Indebtedness permitted under Section 7.02(j); provided (i) any such Lien shall be confined solely to the item or items of such property (or improvement therein) so acquired or constructed and, if required by the terms of the instrument creating such Lien, other Liens on property (or improvements thereon) which is an improvement to such acquired or constructed property, (ii) any such Lien shall be created contemporaneously with, or within sixty (60) Business Days after, the acquisition or construction of such property, and (iii) such Lien does not exceed an amount equal to 85% (100% in the case of Capitalized Leases) of the fair market value of such assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations as determined in good faith by the Board of Supervisors of the Note Parties and their Subsidiaries Borrower) at the time of acquisition thereof; (other than Indebtednessn) Liens granted to a utility provider by an ESCO on accounts receivable sold to such utility provider in amounts not exceeding $5,000,000 in the aggregateconnection with a Consolidated Billing Program; and (no) any interest precautionary UCC-1 financing statement filings by lessors in respect of title of a lessor underoperating leases, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating provided that the obligations under such leases permitted hereunderdo not constitute Indebtedness. Notwithstanding anything contained in this Section 10.5the foregoing, the Company and the Parent REIT shall will not, and shall will not permit any of their Subsidiaries Subsidiary to, secure pursuant create, assume, incur or suffer to this Section 10.5 exist any Indebtedness outstanding under Lien (other than Liens created by the Loan Documents) upon or pursuant with respect to any Primary Credit Facility unless of its proprietary software developed by or on behalf of the Parent or its Affiliates and until necessary and useful for the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to conduct of the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersBusiness.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit to exist (upon the happening of a contingency exist, directly or otherwise) indirectly, any Lien on or with respect to any property or asset of any Company Party, whether now owned or held hereafter acquired by it or hereafter acquired, or on any income or profits therefrom, revenues or assign or otherwise convey rights in respect of any right to receive income or profitsthereof, except the following (collectively, the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is inchoate Liens for taxes, assessments or governmental charges or levies not changed, yet due and payable or delinquent and (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet taxes, assessments or governmental charges or levies, which are due or which and payable and are being contested in good faith by appropriate proceedings diligently conducted, if conducted and for which adequate reserves with respect thereto are maintained have been provided on the books of the applicable Person appropriate Company in accordance with GAAP; (eb) Liens in respect of property of any Company imposed by Requirements of Law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s or and mechanics’ Liens and other like similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business which of the Companies, taken as a whole, and (ii) which, if they secure obligations that are not overdue then due and unpaid for a period of more than thirty (30) days or which 30 days, are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and for which adequate reserves with respect thereto are maintained have been provided on the books of the appropriate Company in accordance with GAAP; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) that does not attach to the Accounts and Inventory of any Borrower or Borrowing Base Guarantor and any Lien granted as a replacement, renewal or substitute therefor; provided that any such replacement, renewal or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Closing Date (including undrawn commitments thereunder in effect on the Closing Date, accrued and unpaid interest thereon and fees and premiums payable in connection with a Permitted Refinancing of the Indebtedness secured by such Lien) and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”); (d) easements, rights-of-way, restrictions (including zoning restrictions), reservations (including pursuant to any original grant of any Real Property from the applicable PersonGovernmental Authority), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies or irregularities on or with respect to any 167 Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness for borrowed money or (ii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Companies at such Real Property; (e) Liens arising out of judgments, attachments or awards not resulting in an Event of Default that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with GAAP; (f) pledges Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than any Lien excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established on the books of the appropriate Company in accordance with GAAP, and (ii) to the extent such Liens are not imposed by ERISARequirements of Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents and, with respect to clause (y), property relating to the performance of obligations secured by such bonds or instruments; (g) deposits Leases, subleases or licenses of the properties of any Company (other than Accounts and Inventory) granted to other persons which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (h) Liens arising out of conditional sale, hire purchase, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business and which do not attach to Accounts or Inventory that is included in the calculation of the Borrowing Base, except to the extent explicitly permitted by the definition of “Eligible Accounts” or “Eligible Inventory,” as applicable; (i) Liens securing Indebtedness incurred pursuant to Section 6.01(f) or Section 6.01(g); provided that any such Liens do not attach to Accounts or Inventory and attach only to the property being financed pursuant to such Indebtedness and any proceeds of such property and do not encumber any other property of any Company; (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to treasury, depositary and cash management services or automated clearinghouse transfer of 168 funds (including pooled account arrangements and netting arrangements); provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any other Indebtedness; (k) Liens granted (i) pursuant to the Loan Documents to secure the performance Secured Obligations or (ii) pursuant to the Term Loan Documents to secure the “Secured Obligations” (as defined in the Term Loan Credit Agreement) and any Permitted Term Loan Facility Refinancings thereof; (l) licenses of bids, trade contracts Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies; (m) the filing of UCC or PPSA financing statements (or the equivalent in other jurisdictions) solely as a precautionary measure in connection with operating leases or consignment of goods; (other than Indebtednessn) Liens on property of Excluded Subsidiaries securing Indebtedness of Excluded Subsidiaries permitted by Section 6.01(m) and (p); (o) Liens securing the refinancing of any Indebtedness secured by any Lien permitted by clauses (c), statutory obligations(i) or (r) of this Section 6.02 or this clause (o) without any change in the assets subject to such Lien and to the extent such refinanced Indebtedness is permitted by Section 6.01; (p) to the extent constituting a Lien, surety the existence of the “equal and appeal bonds, performance bonds ratable” clause in the Senior Note Documents (and other obligations any Permitted Refinancings thereof) (but not any security interests granted pursuant thereto); (q) Liens in favor of customs and revenue authorities arising as a like nature incurred matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (kr) Liens on any assets acquired in a Permitted Acquisition or on property of a person (in each case, other than any Unencumbered Borrowing Base Property and related assetsAccounts or Inventory owned by a Company organized or doing business in a Principal Jurisdiction) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property person is acquired or merged with or into or amalgamated or consolidated with any Company to the extent permitted hereunder or such assets are acquired (and not created in anticipation or contemplation thereof); provided that (i) such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon and proceeds thereof) and are no more favorable to the lienholders than such existing Lien and (ii) the aggregate principal amount of Indebtedness secured by the Company or applicable Guarantor or such Liens does not exceed $50 million at any Non-Guarantor Subsidiarytime outstanding; (ls) Liens on any encumbrance or restriction (including put and call agreements) solely in respect of the Equity Interests of any Non-Guarantor Joint Venture or Joint Venture Subsidiary that is not a Loan Party, contained in such Joint Venture’s or Joint Venture Subsidiary’s Organizational Documents or the joint venture agreement or stockholders agreement in respect of such Joint Venture or Joint Venture Subsidiary; provided169 (t) Liens granted in connection with Indebtedness permitted under Section 6.01(e) that are limited in each case to the Securitization Assets transferred or assigned pursuant to the related Securitization Facility; (u) Liens (which, no such if the same apply to any Collateral, are junior to the Liens shall be on the Collateral securing the Secured Obligations) not otherwise permitted by clauses (a) through (t) of this Section 6.02 to the extent attaching to properties and assets not constituting Revolving Credit Priority Collateral (as defined in the Intercreditor Agreement) and with an aggregate fair market value not in excess of, and securing liabilities not in excess of, $25 million at any time outstanding; (v) To the extent constituting Liens, rights under purchase and sale agreements with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect permitted to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofbe sold in Asset Sales permitted under Section 6.06; (mw) other Liens securing obligations owing to the Loan Parties so long as such obligations and Liens, where owing by or on assets of Loan Parties, are subordinated to the Secured Obligations and to the Secured Parties’ Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) Collateral in amounts not exceeding $5,000,000 in a manner satisfactory to the aggregateFunding Agent; and (nx) Liens created, arising or securing obligations under the Receivables Purchase Agreement. provided, however, that notwithstanding any interest of title the foregoing, no consensual Liens (other than Liens permitted under clauses (s) and (v) above, in the case of a lessor underSecurities Collateral, and clause (h) above (to the extent permitted thereby), in the case of Accounts or Inventory) shall be permitted to exist, directly or indirectly, on any Securities Collateral or any Accounts or Inventory of any Borrower, Borrowing Base Guarantor or other Company organized or conducting business in, or having assets located in, a Principal Jurisdiction, other than Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure granted pursuant to this Section 10.5 any Indebtedness outstanding under the Security Documents or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersTerm Loan Security Documents.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to other encumbrance upon any property of its respective personal properties or asset of any Company Partyassets, whether now owned or held or hereafter acquired, except such security interests, mortgages, pledges, liens or any income or profits therefromother encumbrances (each, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “a "Permitted Liens”Lien): (a) Liens, if any, that secure created or granted by such Borrower under or pursuant to this Agreement or the Obligationsother Loan Documents; (b) Liens that secure Indebtedness of created or granted by such Borrower to Lenders under the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor AgreementOriginal Loan Agreement and/or Current Loan Agreement and securing indebtedness arising thereunder; (c) Liens existing on the Execution Date and listed securing debt allowed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably Section 6.4 below incurred in connection the ordinary course of such Borrower's business, consistent with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changedcurrent practices; (d) Liens for taxes taxes, assessments or governmental charges or levies to the extent not yet due delinquent or which that are being diligently contested in good faith by appropriate proceedings diligently conducted, if and for which such Borrower has set aside adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPgenerally accepted accounting principles; (e) carriers’cash pledges or deposits to secure (A) obligations under workmen’s compensation laws or similar legislation, warehousemen(B) public or statutory obligations of such Borrower, (C) bids, trade contracts, surety and appeal bonds, performance bonds, letters of credit and other obligations of a similar nature incurred in or necessary to the ordinary course of such Borrower's business; (f) Liens imposed by law, such as materialmen’s, mechanics’, materialmen’scarriers’, workmen’s and repairmen’s or liens and other like Liens similar liens arising in the ordinary course of business securing obligations which are not overdue for a period of by more than thirty (30) 60 days or which have been fully bonded or are being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves have been set aside in accordance with respect thereto are maintained on the books of the applicable Persongenerally accepted accounting principles; (fg) pledges purchase money Liens or deposits purchase money security interests upon or in property acquired or held by such Borrower in the ordinary course of business in connection with workers’ compensationto secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens or security interests, unemployment insurance and other social or Liens or security legislationinterests existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien or security interest shall extend to or cover any property other than the property being acquired and no such extension, renewal or replacement shall extend to or cover property not theretofore subject to the Lien or security interest being extended, renewed or replaced, and provided, further, that the aggregate principal amount of indebtedness at any Lien imposed one time outstanding secured by ERISA; Liens permitted by this clause (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessshall not exceed $75,000.00 per Hotel; (h) easements, rights-of-way, restrictions zoning and other similar encumbrances affecting any Real Property owned by the Company restrictions and encumbrances, which do not (individually or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case ) materially detract from the value use of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facilitywhich they attach by Borrowers; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i);liens disclosed in Schedule 4.5 attached to this Agreement and incorporated herein by reference; and (j) (i) mortgages or deeds of trust providing permanent financing on Borrowers' Hotels which are not Collateral for the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor underLoans, and Liens arising from mortgages or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any deeds of their Subsidiaries to, secure trust encumbering Borrowers' raw land pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary that certain Amended and Restated Loan Agreement dated May 17, 2010 (the "Amended Fortress Loan Agreement") among Drawbridge Special Opportunities Fund LP, Fortress Credit Facility unless Opportunities Fund I LP and until the Notes (Eton Park CLO Management 2 and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersSummit Hotel.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) LiensLiens securing the (i) Secured Obligations and (ii) so long as the Permitted Notes Intercreditor Agreement is in effect, if any, that secure Permitted Notes and/or any other obligations under the ObligationsPermitted Notes Documents; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; provided that the property covered thereby is not increased (except that assets the purchase or lease of which is financed by a counterparty or its affiliates may be cross-collateralized to secure Indebtedness other assets the purchase or lease of which is financed by the same counterparty or its affiliates) and any renewal or extension of the Company Parties on a pari passu basis with the Lien described in obligations secured or benefited thereby is permitted by Section 10.5(a) subject to the terms of the Intercreditor Agreement7.03(b); (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet past due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, landlords’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course Ordinary Course of business Business in respect of the Company and its Subsidiaries, which are not overdue for a period of more than thirty (30) 45 days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course Ordinary Course of business Business in connection with obligations of the Company or its Subsidiaries arising under workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of tenders, bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, bankers’ acceptances, surety and appeal bonds, government contracts, performance bonds and other obligations of a like nature nature, in each case, incurred by the Company or its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, provided that all such deposits in the aggregate could not reasonably be expected to result in a Material Adverse Effect; (hg) easements, rights-of-way, restrictions restrictions, municipal and zoning ordinances and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ih) Liens securing judgments for or arising from judgments, decrees or attachments in respect of the payment of money Company and its Subsidiaries, in circumstances not constituting an Event of Default under Section 11(i8.01(h); (i) (x) Liens securing Indebtedness of the Company or its Subsidiaries permitted under Section 7.03(d), provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (and other property financed by the same counterparty or its affiliates), (ii) such Liens attach to the subject property within 30 days after the acquisition thereof and (iii) the Indebtedness secured thereby does not exceed the cost or fair market value as of the time such Indebtedness was incurred, whichever is lower, of the property being acquired on the date of acquisition; and (y) Liens on assets of any Project Debt Entity securing Indebtedness of such entity permitted under Section 7.03(m); (j) (i) the interests Liens in favor of any ground lessor under an Eligible Ground Lease customs and the interests revenue authorities arising as a matter of any TRS under a lease law to secure payment of any Unencumbered Borrowing Base Property and (ii) Liens customs duties in connection with Permitted Intercompany Mortgagesthe importation of goods by the Company or its Subsidiaries; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness reimbursement obligations of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor its Subsidiaries with respect to commercial letters of credit obtained in the Ordinary Course of Business and not prohibited hereby, provided that such Liens shall attach only to documents or any Non-Guarantor Subsidiaryother property relating to such letters of credit and products and proceeds thereof; (l) Liens on the Equity Interests arising solely by virtue of any Nonstatutory or common law provision relating to banker’s liens, rights of set-Guarantor Subsidiary; providedoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, no provided that (i) such Liens shall be permitted with respect deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by any Borrower in excess of those set forth by regulations promulgated by the FRB, and (ii) such deposit account is not intended by any Borrower or any Subsidiary to provide collateral to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofdepository institution; (m) other Liens on assets insurance policies and proceeds securing the payment of financed insurance premiums not in excess of $25,000,000 at any time; (n) Liens not otherwise permitted hereunder (other than Unencumbered Borrowing Base PropertiesSubsidiary Securities or the proceeds thereof) securing claims obligations not in excess of $30,000,000 at any time; (o) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and its Subsidiaries, taken as a whole; (p) Liens of lessors in any property subject to any operating lease, including Liens arising from precautionary UCC financing statements or similar filings made in respect of such leases; (q) Liens on property of a Person (and/or such Person’s Subsidiaries) existing at the time such Person is merged into or consolidated with the Company or any Subsidiary or becomes a Subsidiary of the Company; provided that (i) such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary (and/or such Person’s Subsidiaries), and (ii) the applicable Indebtedness secured by such Lien is permitted under Section 7.03(h); (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business; (s) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any Joint Venture or similar arrangement pursuant to any joint venture or similar agreement; provided that such encumbrance or restriction does not prohibit the granting of a Lien by a Loan Party on any Collateral and any entity formed as part of such Joint Venture remains subject to the provisions of this Agreement to the extent provided herein; (t) Liens on the assets and capital stock or other equity interests of Foreign Subsidiaries not constituting Collateral securing Indebtedness permitted under Section 7.03(j); (u) Liens solely on xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement in connection with an Investment permitted hereunder; (v) Liens, if any, in favor of a surety granted by the Company and/or its Subsidiaries arising by operation of law or under any indemnity agreement or surety agreement entered into in the Ordinary Course of Business in connection with construction-related performance bonds, provided that such Lien does not at any time encumber any property other than the accounts receivable, material and equipment under the applicable bonded contractual obligation; (w) Liens (including cash collateral), if any, in favor of one or more letter of credit issuing banks (or any agent therefor) securing reimbursement and other obligations in respect of letters of credit issued for the account of the Note Parties Target or any of its Subsidiaries that remain outstanding at the time of the consummation of the Permitted Lowercase Acquisition; (x) after the earlier to occur of (i) the date the Permitted Notes Intercreditor Agreement is (A) terminated or (B) amended or modified to permit the Liens described in this Section 7.01(x) as Secured Obligations (as defined therein), and (ii) the date all Permitted Notes Documents have been terminated and all of the Permitted Notes have been paid in full, Liens on Collateral securing up to $50,000,000 of the face amount (as determined in accordance with Section 1.09) of standby letters of credit (performance and financial) and/or trade or commercial letters of credit issued by Lenders or their Subsidiaries Affiliates outside of this Agreement (other than Indebtednessand not as an L/C Issuer hereunder) in amounts not exceeding $5,000,000 in to the aggregateextent such Liens arise under the Security Instruments; (y) Lien arising from Dispositions permitted under Section 7.05(f) and (g); and (nz) any interest of title customary Liens granted in favor of a lessor under, trustee to secure fees and Liens arising from other amounts owing to such trustee under an indenture or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersother agreement.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Closing Date and listed in on Schedule 5.15 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (except by an amount equal to a reasonable premium or other reasonable amount paid accrued interest and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderapplicable fees), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (dc) Liens (other than Liens imposed under ERISA or in respect of a Canadian Pension Plan) for taxes taxes, assessments or governmental charges or levies (i) not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP or (ii) the non-payment of which is permitted by Section 7.04; (fd) statutory (and contractual restatements thereof) Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law (and contractual restatements thereof) or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts (i) not then due, (ii) if due, not yet overdue by more than thirty (30) days, (iii) that if overdue by more than thirty (30) days, no action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or in respect of a Canadian Pension Plan; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondssurety, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ih) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 11(i9.01(h); (i) Liens securing Indebtedness permitted under Section 8.03(e) or (u); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof; (j) (i) leases or subleases granted to others not interfering in any material respect with the interests business of any ground lessor under an Eligible Ground Lease and the interests Loan Party or any of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagesits Subsidiaries; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code, the PPSA or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); (q) Liens in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods; (r) Liens on premium refunds and insurance proceeds granted in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums; (s) [reserved]; (t) Liens solely on xxxx xxxxxxx money deposits made by the Parent Borrower or a Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder entered into by a Loan Party; (u) non-exclusive outbound licenses or sublicenses of IP Rights granted by any Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Parent Borrower and its Subsidiaries, taken as a whole; (v) Liens on Equity Interests or assets to be sold pursuant to an agreement entered into for the Disposition of all or substantially all the Equity Interests or assets of a Subsidiary or for any disposition of assets not constituting a Disposition, in each case to the extent permitted by the terms hereof, pending the closing of such Disposition or disposition; provided, that, in no event shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (w) customary rights of first refusal and tag, drag and similar rights in joint venture agreements with respect to joint ventures; (x) Liens on assets of Foreign Subsidiaries (other than Canadian Loan Parties) securing Indebtedness permitted under Section 8.03(q); (y) [reserved]; (z) purported Liens on assets subject to operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and of the Parent REIT shall notBorrower and its Subsidiaries evidenced by the filing of precautionary Uniform Commercial Code statements (or equivalent filings, and shall not permit registrations or agreements in foreign jurisdictions); provided that if a Uniform Commercial Code financing statement (or equivalent filings, registrations or agreements in foreign jurisdictions) filed solely as a precautionary measure in connection with an operating lease of the Parent Borrower or any of their its Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably includes a collateral description which is not acceptable to the Required Holders Administrative Agent in substance and its sole discretion, the Parent Borrower shall cause such Uniform Commercial Code financing statement (or equivalent filings, registrations or agreements in form, including, without limitation, an intercreditor agreement and opinions of counsel foreign jurisdictions) to be amended within thirty (30) days after the Company and/or any Administrative Agent’s request (or such Subsidiary, as the case may be, from counsel that is reasonably later date acceptable to the Required Holders.Administrative Agent in its sole discretion) to include a collateral description which is acceptable to the Administrative Agent in its sole discretion; (aa) Liens securing Indebtedness incurred under Section 8.03(r) and 8.03(n);

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any income or profits therefromjurisdiction a financing statement that names any Loan Party as debtor, or assign any accounts or otherwise convey any other right to receive income or profitsincome, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure Liens securing the ObligationsObligations pursuant to any Loan Document; (b) Liens existing on the Closing Date and described on Schedule 7.01 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) except as permitted by Section 7.02(d), does not secure an aggregate amount of Indebtedness of or other obligations, if any, greater than that secured on the Company Parties Closing Date and (ii) does not encumber any property other than the property subject thereto on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor AgreementClosing Date; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions restrictions, covenants and other similar encumbrances and minor title defects affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h) or securing appeal or other surety bonds relating to such judgments; (i) Liens securing Indebtedness permitted under Section 7.02(f) and 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or Fair Market Value, whichever is lower, of the property being acquired on the date of acquisition; (j) (i) the interests Liens related to Permitted Sale and Leaseback Transactions; provided, that such Liens do not encumber any other property of any ground lessor under an Eligible Ground Lease Loan Party, and such Liens secure only the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens Attributable Indebtedness incurred in connection with such Permitted Intercompany MortgagesSale and Leaseback Transaction; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness permitted to be incurred hereunder in a maximum aggregate principal amount not to exceed $2,500,000 at any time outstanding; (l) Leases of the real property of any Note Party or Non-Guarantor Subsidiary incurred or assumed after Loan Party, in each case entered into in the Execution Date; provided, ordinary course of such Lien to secure Loan Party’s business so long as such Indebtedness can only be incurred if: Leases do not (i) no Default shall exist immediately before individually or immediately after in the incurrence aggregate, interfere in any material respect with the ordinary conduct of the business of any Loan Party or assumption (ii) secure any Indebtedness; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party in the ordinary course of business in accordance with the past practices of such Indebtedness Loan Party; (i) Liens constituting rights of (i) a collecting bank arising under Section 4-208 of the UCC on items in the course of collection, and (ii) there exists no violation bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the financial covenants hereunder on a Pro Forma Basis after the incurrence bank or assumption of banks with which such Indebtednessaccounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens arise by operation of applicable Law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (o) Liens on such Real Property property of a Person existing at the time such Real Property Person is acquired by or merged with or into or consolidated with any Loan Party to the Company extent permitted under Sections 7.03(n) and 7.04(c); provided that such Liens (i) do not extend to property not subject to such Liens at the time of such acquisition, merger or applicable Guarantor consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing Liens, (iii) are not created in anticipation or any Non-Guarantor Subsidiarycontemplation of such acquisition, merger or consolidation, and (iv) if such Lien constituted a Lien of a Loan Party, such Liens would be permitted pursuant to Sections 7.01(a) through 7.01(n) or 7.01(p) through 7.01(u); (lp) Liens on Liens, if any and other matters disclosed in any Mortgage Policy issued and accepted by the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofAdministrative Agent in its reasonable discretion; (mq) other Liens on arising under non-exclusive licenses of Intellectual Property granted by any Loan Party in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Loan Parties and which do not secure any Indebtedness for borrowed money; (r) precautionary Liens arising from the filing of UCC financing statements solely as a precautionary measure in connection with (i) operating leases or (ii) the consignment of goods where a Loan Party is the consignee, provided that such Liens do not extend to any assets (other than Unencumbered Borrowing Base Propertiesthose the subject of such operating lease or consignment; (s) securing claims Liens granted by Holdings or other obligations any of its Subsidiaries in favor of a Loan Party in respect of Indebtedness owed by Holdings or such Subsidiary to such Loan Party; provided that such Indebtedness is (i) evidenced by an intercompany note and (ii) pledged by such Loan Party as Collateral pursuant to the Collateral Documents and subordinated on terms and subject to documentation reasonably satisfactory to the Administrative Agent; (t) Liens (i) on advances of cash or Cash Equivalents constituting a good xxxxx xxxxxxx money deposit in favor of the Note Parties seller of any property acquired in any Permitted Acquisition or any other Investment permitted by this Agreement to be applied against the purchase price for such Permitted Acquisition or Investment, and their Subsidiaries (other than Indebtednessii) in amounts not exceeding $5,000,000 in the aggregateconsisting of an agreement to dispose of any property pursuant to any Disposition permitted by this Agreement; and (nu) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases not otherwise permitted hereunder. Notwithstanding anything contained in under this Section 10.5, 7.01 securing obligations that do not in the Company and the Parent REIT shall not, and shall not permit aggregate exceed $5,000,000 at any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holderstime outstanding.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Party, whether now owned or held hereafter acquired by it or hereafter acquired, or on any income or profits therefrom, revenues or assign or otherwise convey rights in respect of any right to receive income or profitsthereof, except the following (collectively, the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liensinchoate Liens for taxes, if anyassessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals assessments or extensions thereofgovernmental charges or levies, provided that which (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if for which adequate reserves with respect thereto are maintained on the books of the applicable Person have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (eb) Liens in respect of property of any Company imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s or and mechanics’ Liens and other like similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, or the Loan Parties, taken as a whole, and do not materially impair the use thereof in the operation of the business which of the Companies, taken as a whole, or the Loan Parties, taken as a whole, and (ii) which, if they secure obligations that are not overdue for a period of more than thirty (30) days or which then due and unpaid, are being contested in good faith and by appropriate proceedings diligently conductedfor which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided, that any such replacement or substitute Lien (i) except as permitted by clause (A) of the proviso to Section 6.01(j), does not secure an aggregate amount of Indebtedness or other obligations, if adequate reserves any, greater than that permitted to be secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”); (d) (i) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or with respect thereto are maintained on to any Real Property, in each case whether now or hereafter in existence, not (A) securing Indebtedness, (B) individually or in the books aggregate materially impairing the value or marketability of such Real Property or (C) individually or in the aggregate materially interfering with the ordinary conduct of the applicable Personbusiness of the Companies at such Real Property, and (ii) Liens appearing on Schedule B to the policies of title insurance being issued in connection with the Mortgages and approved by the Administrative Agent; (e) Liens arising out of Orders not resulting in or constituting an Event of Default under Section 8.01(i); (f) pledges Liens (other than any Lien imposed by ERISA) (i) imposed by law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; (gii) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of Indebtedness) or (iii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that with respect to clauses (i), (ii) and (ii) of this clause (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings or Orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (hg) easementsLeases, rightslicenses or sublicenses of the properties of any Company, and the rights of ordinary-ofcourse lessees described in Section 9-way321 of the UCC, restrictions and other similar encumbrances affecting any Real Property owned by in each case entered into in the Company ordinary course of such Company’s business so long as the foregoing do not, individually or any Guarantor which, in the aggregate, are not substantial in amount, and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facilityany Company; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (nh) any interest of title of a lessor under, under any lease entered into by any Company in the ordinary course of business and covering only the assets so leased; (i) Liens arising from out of conditional sale, title retention, consignment or evidenced similar arrangements for the sale of goods entered into by protective any Company in the ordinary course of business in accordance with the past practices of such Company; (j) Liens securing Indebtedness incurred pursuant to Section 6.01(e), provided, that (i) any such Liens attach only to the property (including proceeds thereof) being financed pursuant to such Indebtedness and (ii) do not encumber any other property of any Company; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure the repayment of any Indebtedness; (l) Liens on cash and Cash Equivalents of any counterparty to a Hedging Agreement to secure the Indebtedness permitted under Section 6.01(q); (m) Liens existing on property prior to the acquisition thereof or of a person existing at the time such person is acquired or merged with or into or consolidated or amalgamated with any Company to the extent permitted hereunder; provided, that such Liens (i) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation (other than proceeds thereof and improvements thereon), (ii) are no more favorable to the lienholders than such existing Liens and (iii) are not created in anticipation or contemplation of such acquisition, merger or consolidation; (n) Liens granted pursuant to the Security Documents to secure the Obligations; (o) licenses and sublicenses of Intellectual Property granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Companies; (p) the filing of UCC financing statements (or equivalent filings, registrations or agreements solely as a precautionary measure in foreign jurisdictions) relating to, connection with operating leases permitted hereunder. Notwithstanding anything contained or consignment of goods; (q) Liens of a collecting bank arising in this the ordinary course of business under Section 10.54-208 of the UCC covering only the items being collected upon; (r) Liens granted by a Company in favor of a Loan Party in respect of Indebtedness owed by such Company to such Loan Party; provided, that such Indebtedness is evidenced by the Company and Intercompany Note; (s) Liens upon the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until Collateral securing the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Term Loan Indebtedness pursuant to documentation reasonably acceptable the Term Loan Documents, as permitted under Section 6.01(b)(i) and as permitted to be refinanced under Section 6.01(j), and any Lien granted as a replacement or substitute therefor which Liens are subordinated to the Required Holders Liens in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel the Collateral granted by the Loan Parties to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable Administrative Agent (other than with respect to the Required HoldersTerm Loan Priority Collateral), on the terms and conditions set forth in the Term Loan Intercreditor Agreement; (t) Liens on assets of Foreign Subsidiaries securing Indebtedness incurred pursuant to Section 6.01(l); and (u) other Liens securing liabilities in an amount not to exceed $1,000,000 at any time outstanding.

Liens. The Company and Subject to the Parent REIT provisions of Article 10 relating to permitted contests, Tenant will not and will not permit any Company Party to directly or indirectly create, incur, assume create or permit suffer to exist (and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the happening of a contingency Premises, Building or otherwise) any Lien on or with respect to any property or asset of any Company Party, whether now owned or held or hereafter acquired, Project or any income attachment, levy, claim or profits therefromencumbrance in respect of the Rent, or assign or otherwise convey any right to receive income or profitsnot including, except (the items described in clauses however, (a) through the Ground Lease (including any amendments thereto), (b) this Lease (including any amendments thereto), (c) the Permitted Exceptions set forth in Exhibit B attached hereto, (d) the Landlord’s Mortgage, (e) restrictions, liens and other encumbrances which are consented to in writing by Landlord, (f) liens for those taxes of Landlord which Tenant is not required to pay hereunder, (g) subleases permitted by Article 21, (h) below to be referred to liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as “Permitted Liens”): (a1) Liensthe same are not yet due and payable or (2) such liens are in the process of being contested as permitted by Article 10, if any(i) liens of mechanics, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals laborers, materialmen, suppliers or extensions thereofvendors for sums either disputed or not yet due, provided that (i) any such liens are in the property covered thereby is not changedprocess of being contested as permitted by Article 10, (iij) any Encumbrance placed on the amount secured Premises by Landlord or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid Ground Lessor, and fees and expenses reasonably incurred (k) any Encumbrance placed upon the Premises in connection with any Future Improvements or alterations as set forth in Article 8 hereof, provided such refinancing and by an amount equal Encumbrance related to any existing commitments unutilized thereunderFuture Improvements or alterations is subordinate to this Lease, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conductedLandlord’s Mortgage, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Medical Center Master Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersGround Lease.

Liens. The Company Borrower shall not, and the Parent REIT will not and will shall not permit any Company Party to directly or indirectly of its Subsidiaries to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any of its property or asset of any Company Partyassets, whether now owned or held or hereafter acquired, securing any Indebtedness or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except other obligation except: (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (bi) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing outstanding on the Execution Date date hereof and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, II hereto; (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes or other governmental charges not yet delinquent; (iii) Liens in respect of Property acquired or constructed or improved by the Borrower or any such Subsidiary after the date hereof which Liens exist or are created at the time of acquisition or completion of construction or improvement of such Property or within six months thereafter to secure Indebtedness assumed or incurred to finance all or any part of the purchase price or cost of construction or improvement of such Property, but any such Lien shall cover only the Property so acquired or constructed and any improvements thereto (and any real property on which such Property is located); (iv) Liens on Property of any corporation that becomes a Subsidiary of the Borrower after the date hereof, provided that such Liens are in existence at the time such corporation becomes a Subsidiary of the Borrower and were not created in anticipation thereof; (v) Liens on Property acquired after the date hereof, provided that such Liens were in existence at the time such Property was acquired and were not created in anticipation thereof; (vi) Liens imposed by law, such as mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than thirty days or which are being contested in good faith by appropriate proceedings diligently conductedand for which appropriate reserves have been established; (vii) Liens under workmen’s compensation, if adequate reserves with respect thereto are maintained on unemployment insurance, social security or similar legislation; (viii) Liens, deposits, or pledges to secure the books performance of bids, tenders, contracts (other than contracts for the applicable Person in accordance with GAAP; (e) carriers’payment of money), warehousemen’sleases, mechanics’public or statutory obligations, materialmen’ssurety, repairmen’s stay, appeal, indemnity, performance or other like Liens similar bonds, or other similar obligations arising in the ordinary course of business which are not overdue for a period business; (ix) judgment and other similar Liens arising in connection with court proceedings, provided the execution or other enforcement of more than thirty (30) days or which such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; proceedings; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hx) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not materially interfere with the occupation, use and enjoyment by the Borrower or any such Subsidiary of the Property encumbered thereby in any case the normal course of its business or materially detract from impair the value of the property Property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; thereto; (ixi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests obligations of any ground lessor under an Eligible Ground Lease and such Subsidiary to the interests Borrower or another Subsidiary of any TRS under a lease of any Unencumbered Borrowing Base Property and the Borrower; (iixii) Liens arising in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution DateSecuritizations; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (mxiii) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims Indebtedness or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts an aggregate amount not exceeding $5,000,000 in the aggregate; and (n) any interest 5% of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersTotal Consolidated Assets.

Liens. The Company and the Parent REIT Holdings will not not, and will not permit any Company Party to directly or indirectly of the Restricted Subsidiaries to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon or with respect to any property or asset assets (real or personal, tangible or intangible) of Holdings or any Company Partyof the Restricted Subsidiaries, whether now owned or held or hereafter acquired; provided that the provisions of this Section 10.01 shall not prevent the creation, incurrence, assumption or existence of, or any income or profits therefromfiling in respect of, or assign or otherwise convey any right to receive income or profits, except the following (the items Liens described in clauses (a) through (h) below to be are herein referred to as “Permitted Liens”): (ai) Liens, if any, that secure Liens created pursuant to the ObligationsCredit Documents (including Liens securing Designated Hedging Agreements or Designated Treasury Services Agreements); (bii) Liens that secure Indebtedness of (A) in existence on the Company Parties on a pari passu basis with Amendment and Restatement Effective Date which are listed, and the Lien described property subject thereto described, in Section 10.5(aSchedule 10.01(ii) subject (or to the terms extent not listed on such Schedule 10.01(ii), where the principal amount of obligations secured by such Liens is less than $5,000,000 individually and $15,000,000 in the Intercreditor Agreementaggregate) and (B) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in the foregoing clause (ii)(A); (ciii) Liens existing on the Execution Date and listed for Taxes, assessments or governmental charges or levies not overdue or Liens for Taxes being contested in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing good faith and by an amount equal to any existing commitments unutilized thereunderappropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP (or, and (iii) the direct or any contingent obligor for Foreign Subsidiaries, in conformity with respect thereto is not changedgenerally accepted accounting principles that are applicable in their respective jurisdiction of organization); (div) Liens in respect of property or assets of Holdings or any of the Restricted Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for taxes not yet due or borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and which are being contested in good faith by appropriate proceedings, which proceedings diligently conductedhave the effect of preventing the forfeiture or sale of the property or assets, if subject to any such Lien for which adequate reserves with respect thereto are maintained on the books of the applicable Person have been established in accordance with U.S. GAAP; (ev) carriers’leases, warehousemen’ssubleases, mechanics’licenses or sublicenses (including licenses or sublicenses of Intellectual Property) granted to other Persons not materially interfering with the conduct of the business of Holdings or any of the Restricted Subsidiaries; (vi) Liens (x) upon assets of Holdings or any of the Restricted Subsidiaries securing Indebtedness permitted by Section 10.04(iv); provided that such Liens do not encumber any asset of Holdings or any of the Restricted Subsidiaries other than the assets acquired with such Indebtedness and after-acquired property that is affixed or incorporated into such assets and proceeds and products thereof; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms and (y) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in clause (x); (vii) [intentionally omitted]; (viii) easements, materialmen’srights-of-way, repairmen’s restrictions (including zoning and other land use restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances and minor title deficiencies, which in the aggregate do not materially interfere with the conduct of the business of Holdings or any of the Restricted Subsidiaries; (ix) Liens arising from precautionary UCC or other like Liens arising similar financing statement filings regarding operating leases or consignments entered into in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personbusiness; (fx) pledges attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 11.01(i); (xi) statutory and common law landlords’ liens under leases to which Holdings or deposits any of the Restricted Subsidiaries is a party; (xii) Liens (other than Liens imposed under ERISA) incurred in the ordinary course of business in connection with workers’ compensationcompensation claims, unemployment insurance or other self-insurance obligations and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure benefits and Liens securing the performance of bids, trade tenders, leases and contracts and leases (other than Indebtedness)in the ordinary course of business, statutory obligations, surety and surety, stay, customs or appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit) incurred in the ordinary course of business; (hxiii) easements[intentionally omitted]; (A) Liens on property or assets acquired pursuant to a Permitted Acquisition, rights-or on property or assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition; provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 10.04, and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of-way, restrictions such Permitted Acquisition and do not attach to any other asset of Holdings or any of the Restricted Subsidiaries and (B) Liens securing Permitted Refinancing Indebtedness in respect of any Indebtedness secured by the Liens referred to in the foregoing clause (xiv) (A); (xv) deposits or pledges to secure bids, tenders, contracts (other than contracts for the repayment of borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds and other obligations of like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit), and as security for the payment of rent, in each case arising in the ordinary course of business; (xvi) Liens on assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted pursuant to Section 10.04(viii); (xvii) any interest or title of, and any Liens created by, a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and other technology licenses) in the ordinary course of business; (xviii) Liens on property subject to Sale-Leaseback Transactions to the extent such Sale-Leaseback Transactions are permitted by Section 10.02(xii); (xix) any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Equity Interests of any joint venture or similar encumbrances affecting arrangement permitted by the terms of this Agreement arising pursuant to the agreement evidencing such joint venture or similar arrangement; (xx) Liens in favor of Holdings, the Borrower or any Real Property Subsidiary Guarantor securing intercompany Indebtedness permitted by Section 10.05; provided that any Liens securing Indebtedness that is required to be subordinated pursuant to Section 10.05 shall be subordinated to the Liens created pursuant to the Security Documents; (xxi) Liens on specific items of inventory or other goods (and proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods, and pledges or deposits in the ordinary course of business; (xxii) Liens on insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 10.04(x); (xxiii) Liens that may arise on inventory or equipment of Holdings or any of the Restricted Subsidiaries in the ordinary course of business as a result of such inventory or equipment being located on premises owned by Persons other than Holdings and the Company Restricted Subsidiaries (xxiv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (xxv) Liens (i) of a collection bank arising under Section 4-210 of the UCC (or similar provisions of other applicable laws) on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (xxvi) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.05(ii); provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (xxvii) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence or issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any Guarantor whichRestricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of Holdings or any of the Restricted Subsidiaries in the ordinary course of business; (a) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition or other Investment permitted hereunder and (b) Liens on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted by Section 10.05 to be applied against the purchase price for such Investment; (xxix) other Liens to the extent securing liabilities with a principal amount not in excess of the greater of $199,400,000 and 45.0% of LTM Consolidated EBITDA (measured at the time of incurrence) in the aggregate at any time outstanding; (xxx) Liens on Collateral securing obligations in respect of Indebtedness permitted to be secured by the Collateral by Section 10.04(xxvii) or (xxix); (xxxi) cash deposits with respect to any Refinancing Notes or any Permitted Junior Debt or any other Indebtedness, in each case to the aggregateextent permitted by Section 10.07; (xxxii) Liens on accounts receivable sold in connection with the sale or discount of accounts receivable permitted by Section 10.02(iv); (xxxiii) Liens arising out of conditional sale, are title retention, consignment or similar arrangements for sale of goods entered into by Holdings or any Restricted Subsidiary in the ordinary course of business; (xxxiv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not substantial in amountfor speculative purposes; (xxxv) (x) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business of Holdings and the Restricted Subsidiaries complies, and which do not (y) any zoning or similar law or right reserved to or vested in any case materially detract from Governmental Authority to control or regulate the value use of the any real property subject thereto or that does not materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor Holdings or any Non-Guarantor Restricted Subsidiary; (lxxxvi) deposits made in the ordinary course of business to secure liability to insurance carriers; (xxxvii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (xxxviii) Liens on cash deposits securing any Hedging Agreement permitted hereunder; (xxxix) Liens arising in connection with any Qualified Securitization Transaction or Receivables Facility with respect to which the Securitization Assets or Receivables Assets, as applicable, subject thereto consist solely of assets originated by one or more Foreign Subsidiaries; (xl) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited by this Agreement is issued; (xli) leases and subleases of real property that do not materially interfere with the ordinary conduct of the business of Holdings or any of the Restricted Subsidiaries; (xlii) Liens on cash or Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending the release from) escrow of any Refinancing Notes, any Permitted Pari Passu Notes or Permitted Junior Notes; (xliii) other ordinary course Liens or Liens consistent with past practice, in each case, incidental to the conduct of Holdings and the Restricted Subsidiaries’ businesses or the ownership of its property not securing any Indebtedness of Holdings or a Subsidiary of Holdings, and which do not in the aggregate materially detract from the value of Holdings and the Restricted Subsidiaries’ property when taken as a whole, or materially impair the use thereof in the operation of its business; (xliv) Liens in favor of customers on satellites or portions thereof (including insurance proceeds relating thereto) or satellite (or satellite payload or components) construction or acquisition agreements relating thereto, in each case granted in the ordinary course of business; (xlv) Liens on newly acquired or manufactured satellites, satellite and launch insurance premiums and the proceeds thereof for such satellites, and Liens on satellite purchase agreements and launch services agreements, securing the Indebtedness for such satellites; and (xlvi) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Unrestricted Subsidiaries. In connection with the granting of Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained type described in this Section 10.510.01 by Holdings or any of the Restricted Subsidiaries, the Company Administrative Agent and the Parent REIT Collateral Agent shall not, and shall not permit be authorized to take any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered actions deemed appropriate by it in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, therewith (including, without limitation, an intercreditor agreement and opinions by executing appropriate lien releases or lien subordination agreements in favor of counsel the holder or holders of such Liens, in either case solely with respect to the Company and/or item or items of equipment or other assets subject to such Liens). For purposes of determining compliance with this Section 10.01, in the event that a Lien (or any portion thereof) meets the criteria of one or more of such Subsidiarycategories of Permitted Liens described in clauses (ii) through (xlvi) above, as the case may beBorrower, in its sole discretion, from counsel time to time, may classify or reclassify or divide such Lien (or any portion thereof) in any manner that is reasonably acceptable to complies with this Section 10.01; provided that all Liens created under the Required HoldersCredit Documents will be treated as incurred under Section 10.01(i) above and may not be reclassified.

Liens. The Company and the Parent REIT Each Obligor will not not, and will not permit any Company Party to directly or indirectly Restricted Subsidiary to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its Properties, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or assign any income account or profits therefrom, or assign or otherwise convey any other right to receive income or profitsincome, except other than the following (the items described in clauses (a) through (h) below to be referred to as collectively, “Permitted Liens”): (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 10.2.2 and any renewals or extensions thereof, provided that (i) no additional property is added to the property Property covered thereby is not changedthereby, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderincreased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (dc) Liens for taxes Taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if conducted and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP are being maintained by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation; (ed) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, lessor’s or other like Liens Liens, in each case arising in the ordinary course Ordinary Course of business Business which are not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and adequate reserves in accordance with respect thereto GAAP are being maintained on the books by such Borrower or such Restricted Subsidiary and such contest effectively suspends collection of the applicable Personcontested obligation and enforcement of any Lien securing such obligation; (fe) pledges or deposits in the ordinary course Ordinary Course of business Business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation or security deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations (other than any Lien imposed by ERISA); (gf) deposits to secure the performance of bids, trade contracts and leases (other than IndebtednessDebt in respect of Capitalized Leases and Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course Ordinary Course of businessBusiness; (hg) (i) terms, conditions, exceptions, limitations, easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances affecting charges or encumbrances, minor right-of-way gaps and minor title deficiencies on or with respect to any Real Property owned by the Company real property, in each case, whether now or hereafter in existence, that do not secure any Guarantor whichmonetary obligations and would not, individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or be reasonably expected to materially interfere with the ordinary conduct of the business of the applicable Person Borrowers and whichtheir Restricted Subsidiaries, taken as a whole, or materially detract from the use of the property which they affect, and for the purposes of this Agreement, any minor title deficiency shall include, but not be limited to, terms, conditions, exceptions, limitations, easements, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way on, over or in respect of any of the properties of any Obligor that are customarily granted or permitted to exist in the oil and gas industry; provided, however, that such deficiencies, individually and in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, and do not materially detract from the use of the property which they affect and (ii) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party (in each case, other than an Obligor or any Restricted Subsidiary) on property over which an Obligor or any Restricted Subsidiary of an Obligor has easement rights or on any leased property with respect to Unencumbered Borrowing Base Properties, have been reviewed which an Obligor or a Restricted Subsidiary is the tenant and approved in accordance with the requirements of the Bank of America Credit Facilitysubordination or similar arrangements relating thereto; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i12.1(g); and (i) Liens securing Debt permitted under Section 10.2.1(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Debt, (ii) the Debt secured thereby does not exceed the purchase price or cost of the property being acquired on the date of acquisition and (iii) such Liens do not at any time encumber any assets included in the Borrowing Base; (j) (i) the interests Liens arising solely by virtue of any ground lessor statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies, or under an Eligible Ground Lease general depository or brokerage agreements, and the interests of any TRS under burdening only deposit or brokerage accounts or other funds and assets maintained with a lease of any Unencumbered Borrowing Base Property creditor depository institution or brokerage and (ii) possessory Liens in favor of brokers and dealers arising in connection with Permitted Intercompany Mortgagesthe acquisition or disposition of Investments owned as of the Closing Date and Investments permitted under this Agreement, provided that such Liens (A) attach only to such Investments and (B) secure only obligations arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing; (k) Liens on any assets (arising from precautionary UCC financing statements relating to operating leases and other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness contractual arrangements entered into in the Ordinary Course of any Note Party Business that describe only the property subject to such operating lease or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarycontractual arrangement; (l) Liens on the Equity Interests arising from cash collateralization of Hedging Agreements permitted under Section 10.2.14 in an aggregate amount of up to $5,000,000 at any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereoftime outstanding; (m) other rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) rights reserved to or vested by law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Obligor or any of its Restricted Subsidiaries or the use thereof or the rights and interest of any Obligor or any of its Restricted Subsidiaries therein, in any manner under any and all laws; (o) Liens existing on assets any Property or asset (other than Unencumbered Borrowing Base PropertiesAccounts or Inventory) securing claims of any Person (other than an Unrestricted Subsidiary) prior to the acquisition of such Property or other obligations asset by any Borrower or any of the Note Parties and their its Subsidiaries (other than IndebtednessUnrestricted Subsidiaries) or existing on any Property or asset of any Person (other than an Unrestricted Subsidiary) that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens are not created in amounts contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or an Unrestricted Subsidiary becoming a Restricted Subsidiary), as applicable, (ii) such Liens shall not apply to any other Property or assets of any Borrower or any of its other Subsidiaries (other than Unrestricted Subsidiaries), (iii) such Liens shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof and (iv) the Debt secured by such Lien is Debt permitted under Section 10.2.1(j) hereof; (p) Liens arising in connection with Permitted Sale/Leaseback Transactions; (q) Liens securing insurance premium financing under customary terms and conditions in respect of insurance policies, provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business; (s) Liens consisting of an agreement to transfer any property (other than with respect to a transfers resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding) that is permitted under this Agreement; (t) leases, subleases, space leases, licenses or sublicenses, in each case, in the Ordinary Course of Business and which do not interfere in any material respect with the business of any Obligor or any Restricted Subsidiary; (u) [reserved]; (v) Liens solely on Secured Notes Collateral securing Debt permitted by Section 10.2.1(g); (w) [reserved]; (x) Liens on Excluded Property (except to the extent securing Debt permitted by Section 10.2.1(g)); (y) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (z) Liens solely on any xxxx xxxxxxx money deposits, provided that the aggregate balance of all such deposits not exceeding $5,000,000 when taken together with amounts under clause (aa) below, made by a Borrower or any of its Restricted Subsidiaries in the aggregateconnection with any letter of intent or purchase agreement permitted hereunder or consisting of an agreement to sell any property (including liens on assets deemed to arise as a result thereof); and (naa) Liens on cash collateral deposited into any escrow account issued in connection with any Permitted Acquisition pursuant to customary escrow arrangements reasonably satisfactory to Administrative Agent to the extent such cash collateral represents the proceeds of financing and additional amounts to pay accrued interest on and/or the redemption price of title the financing, provided that the aggregate amount of a lessor undersuch Liens shall not exceed $5,000,000 when taken together with amounts under clause (z) above. provided, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained nothing in this Section 10.510.2.2 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by Administrative Agent or any Lender that any Debt subject to or secured by any Lien, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under right or pursuant other interest ranks senior in priority to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersObligation.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) exist, any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Restatement Date and listed in on Schedule 5.15 7.01 to this Agreement and any renewals or extensions thereof, ; provided that (i) the property covered thereby is not changedincreased, (ii) the amount of the Indebtedness secured thereby is not increased, and any renewal or extension of the obligations secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changedpermitted under this Agreement; (dc) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and real property which do not in any case not, taken as a whole, materially detract from the value of the property Mortgaged Properties subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect Person; (h) judgment Liens not giving rise to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements an Event of the Bank of America Credit FacilityDefault; (i) Liens securing judgments for any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the payment Borrower or a Subsidiary, and not created in contemplation of money such acquisition; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not constituting an Event created in contemplation of Default under or in connection with such acquisition, (iii) the Indebtedness thereby secured is permitted by Section 11(i7.04(e) or 7.04(h); (j) (i) Liens securing Capitalized Lease obligations; provided that the interests Indebtedness in respect of any ground lessor such Capitalized Lease is permitted under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany MortgagesSection 7.04(e); (k) Purchase money Liens on upon or in any assets (other than property acquired by Borrower or any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien its Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness can only be incurred if: to finance the acquisition of such property; provided that (i) no Default such Lien shall exist immediately before or immediately after be extended to cover property other than the incurrence or assumption such Indebtedness property being acquired, and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property Indebtedness thereby secured is acquired permitted by the Company or applicable Guarantor or any Non-Guarantor SubsidiarySection 7.04(e); (l) Liens on reserved in or exercisable under any lease or sublease to which the Equity Interests Borrower or a Subsidiary is a lessee which secure the payment of any Non-Guarantor Subsidiaryrent or compliance with the terms of such lease or sublease; provided, no that the rent under such Liens shall be permitted lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent terms and conditions thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims any interest or other obligations title of a lessor under any lease entered into by the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 Borrower or any Subsidiary in the aggregateordinary course of its business and covering only the assets so leased; and (n) any interest Liens incurred in the ordinary course of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered business in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant margin requirements under Lender Hedging Agreements not to documentation reasonably acceptable to exceed in the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or aggregate $5,000,000 at any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holderstime outstanding.

Liens. The Company and the Parent REIT will not not, and will not permit any Company Party to directly or indirectly of its Subsidiaries to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, revenues or with respect to any property or asset of any Company Partyassets, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedLiens for taxes, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium assessments or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) governmental charges or levies not at the direct time delinquent or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due thereafter payable without penalty or which are being diligently contested in good faith by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP shall have been set aside on its books; (eii) Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising materialmen and landlords incurred in the ordinary course of business which are for sums not overdue for a period of more than thirty (30) days or which are or, if overdue, being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves in accordance with respect thereto are maintained GAAP shall have been set aside on the books of the applicable Personits books; (fiii) pledges or deposits Liens incurred in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and or other social security legislationforms of governmental insurance or benefits, other than any Lien imposed by ERISA; (g) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, leases and contracts (other than for Debt) entered into in the ordinary course of business or to secure obligations on surety and or appeal bonds, performance bonds and other obligations ; (iv) judgment Liens in existence for less than 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a like nature incurred customary deductible) by insurance maintained with responsible insurance companies; (v) the Liens of the lessee created or permitted by Ordinary Leases; (vi) any purchase money Liens on property acquired or held by the Company or any Subsidiary in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by securing Indebtedness incurred or assumed for the Company purpose of financing all or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value part of the property subject thereto or materially interfere with the ordinary conduct cost of the business of the applicable Person and whichacquiring such property; provided, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; that (i) any such Lien attaches to such property concurrently with or within twenty (20) days after the acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such property, and (iv) the aggregate amount of all such Indebtedness on a consolidated basis for the Company and its Subsidiaries shall not at any time exceed $1,000,000.00; and (vii) Liens securing judgments for the payment of money not constituting an Event of Default Debt permitted under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets 5.12 (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; providedSection 5.12(b)), such Lien to secure such Indebtedness can only be incurred if: PROVIDED that (ix) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness Debt is incurred pursuant to a Secured Credit Agreement and (iiy) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to only if the Equity Interests aggregate amount of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other all Debt secured by such Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations does not exceed 15% of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in Company's Tangible Net Worth as of the aggregate; and (n) any interest end of title the most recently completed fiscal quarter of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersCompany.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any property or asset of any Company Partyits property, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):for: (a) LiensLiens for Taxes or assessments not yet due and payable or that are being properly contested, if any, that secure the Obligationsas set forth in Section 6.03; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than thirty (30) 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (fc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (he) easements, rights-of-way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting any Real Property owned by incurred in the Company or any Guarantor whichordinary course of business that, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person Borrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.03, securing Indebtedness permitted by Section 7.02(d); provided that no such Lien is spread or otherwise extended to cover any additional property after the Closing Date and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with that the requirements amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Bank Borrower or any other Subsidiary incurred pursuant to Section 7.02(e) to finance the acquisition of America Credit Facilityfixed or capital assets, provided that (i) such Liens shall be created simultaneously with, or within 120 days after, the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens created pursuant to the Security Documents; (i) Liens securing judgments for on rights to “Recovery” in favor of AWA pursuant to and as defined in the payment of money not constituting an Event of Default under Section 11(i)AWA Environmental Indemnity Agreement and the PDC Environmental Indemnity Agreement; (j) (i) the interests any interest or title of any ground a lessor under an Eligible Ground Lease any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagesassets so leased; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness arising from judgments, decrees or attachments except to the extent that they give rise to an Event of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor SubsidiaryDefault; (l) Liens on licenses, leases or subleases granted to third Persons in the Equity Interests ordinary course of business not interfering in any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted material respect with respect to the Equity Interests business of Pebblebrook Hotel Lessee, Holdings or any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofof its Subsidiaries; (m) other Liens in favor of customs or revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods so long as such Lien covers only the goods being imported; (n) Liens on the assets of a Non-Guarantor securing Indebtedness incurred by such Non-Guarantor pursuant to Section 7.02(q); (o) Liens existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary or on any asset of any Person that becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of, or in connection with, such acquisition or such Person becoming a Subsidiary and (ii) such Lien shall not apply to any other than Unencumbered Borrowing Base Propertiesassets; (p) [Reserved]; (q) [Reserved]; (r) [Reserved]; (s) Liens on cash used to cash collateralize the Existing Letters of Credit; (t) to the extent such Liens are permitted under, and subject to, the Prepetition Intercreditor Agreement, Liens securing claims Indebtedness under the Second Lien Note Documents and any Permitted Refinancing Debt in respect thereof; (u) Liens arising out of conditional sale, title retention, consignment or other obligations similar arrangements for sale of goods entered into by the Note Parties and their Borrower or any of its Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateordinary course of business; (v) Liens arising from precautionary Uniform Commercial Code financing statement filings; and (nw) any interest Liens that are contractual rights of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements set-off (or equivalent filings, registrations or agreements in foreign jurisdictionsi) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, to the Company and the Parent REIT shall not, and shall establishment of depository relations with banks or other financial institutions not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered given in connection therewithwith the incurrence of Indebtedness, (ii) shall concurrently be secured equally relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or its Subsidiaries or (iii) relating to purchase orders and ratably other agreements entered into with such Indebtedness pursuant to documentation reasonably acceptable to customers of the Required Holders Borrower or any Subsidiary in substance and in form, including, without limitation, an intercreditor agreement and opinions the ordinary course of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersbusiness.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure Liens created pursuant to the ObligationsCredit Documents; (b) Liens under the Collateral Documents given to secure obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of a Lender or any Person that secure Indebtedness was a Lender or Affiliate of a Lender at the Company Parties on a pari passu basis with the Lien described in time it entered into such Swap Contract, provided that such Swap Contracts are otherwise permitted under Section 10.5(a) subject to the terms of the Intercreditor Agreement8.03; (c) Liens existing on the Execution Closing Date and listed on Schedule 8.01, or, to the extent not so listed, Liens, which, when taken together with all other Liens existing on the Closing Date and not so listed, secure Indebtedness in Schedule 5.15 and an aggregate principal amount not exceeding $5.0 million, in each case together with any extensions, replacements, modifications or renewals or extensions thereof, of the foregoing; provided that the collateral interests are not broadened or increased or secure any Property not secured by such Liens on the Closing Date (i) but shall be permitted to apply to after-acquired property affixed or incorporated into the property covered thereby is not changed, (ii) by such Lien and the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid proceeds and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) products of the direct or any contingent obligor with respect thereto is not changedforegoing); (d) Liens for taxes taxes, assessments or governmental charges or levies not yet due or which to the extent non-payment thereof is permitted under Section 7.05; (e) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same, are not overdue by more than 30 days, or are being contested in good faith by appropriate proceedings diligently conducted, if for which adequate reserves with respect thereto are maintained on the books of the applicable Person determined in accordance with GAAP; GAAP have been established (e) carriers’and as to which the property subject to any such Lien is not yet subject to a foreclosure, warehousemen’ssale or loss proceeding on account thereof (other than a proceeding where foreclosure, mechanics’, materialmen’s, repairmen’s sale or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personloss has been stayed)); (f) pledges Liens incurred or deposits made by any member of the Consolidated Group in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other than any Lien imposed by ERISAsimilar obligations (exclusive of obligations for the payment of borrowed money); (g) deposits to secure the performance of bids, trade contracts and leases Liens in connection with attachments or judgments (other than Indebtedness), statutory obligations, surety and including judgment or appeal bonds, performance bonds and other obligations ) that do not result in an Event of a like nature incurred in the ordinary course of businessDefault under Section 9.01(i); (h) easements, rights-of-way, covenants, conditions, restrictions (including zoning restrictions), declarations, rights of reverter (other than with respect to Property subject to a Mortgage), minor defects or irregularities in title and other similar encumbrances affecting any Real Property owned by the Company charges or any Guarantor whichencumbrances, whether or not of record, that do not, in the aggregate, are not substantial in amount, and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct course of the business of the applicable Person Borrower or its Subsidiaries, or in respect of any real property which is subject to a Mortgage, any title defects, liens, charges or encumbrances (other than such prohibited monetary Liens) which the title company is prepared to endorse or insure by exclusion or affirmative endorsement reasonably acceptable to the Administrative Agent and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved which is included in accordance with the requirements of the Bank of America Credit Facilityany title policy; (i) Liens on property of any Person securing judgments for purchase money and Sale and Leaseback Transaction Indebtedness (including capital leases and Synthetic Leases) of such Person, in each case to the payment of money not constituting an Event of Default extent incurred under Section 11(i8.03(c) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided, that any such Lien attaches only to the Property financed or leased and such Lien attaches prior to, at the time of or within one hundred eighty (180) days after the later of the date of acquisition of such property or the date such Property is placed in service (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), any such Lien attaches only to the Property that was so financed with the proceeds of the Indebtedness so refinanced); (j) (i) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the interests business of any ground lessor under an Eligible Ground Lease and member of the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany MortgagesConsolidated Group; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of or title of a lessor or sublessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases and subleases permitted hereunder. Notwithstanding anything contained by this Credit Agreement; (l) Liens in this favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Investments permitted by Section 10.58.02 hereof; (m) normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions not securing Indebtedness; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens on Property securing obligations incurred under Section 8.03(h) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided that the Liens are not incurred in connection with, or in contemplation or anticipation of, the Company acquisition and the Parent REIT shall not, and shall do not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under attach or pursuant extend to any Primary Credit Facility unless and until Property other than the Notes Property so acquired (and any guaranty delivered or, in connection therewith) shall concurrently be secured equally and ratably with the case of Liens securing a refinancing of such Indebtedness pursuant to documentation reasonably acceptable Section 8.03(l), the Property acquired with the proceeds of the Indebtedness so refinanced); (p) other Liens, provided that such Liens do not secure obligations in excess of $40.0 million; (q) Liens in respect of any Indebtedness permitted under Section 8.03(g) to the Required Holders extent such Liens extend only to Property of the Foreign Subsidiary or Foreign Subsidiaries incurring such Indebtedness (other than a Foreign Subsidiary that is a borrower under this Credit Agreement); (r) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in substance and in formrespect of bank guarantees for the benefit of) insurance carriers providing property, including, without limitation, an intercreditor agreement and opinions of counsel casualty or liability insurance to the Company and/or Borrower or any Subsidiary; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens securing obligations incurred pursuant to Section 8.03(n); (u) Liens on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational documents or material contracts of such joint venture; (v) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Borrower or a Subsidiary; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such bankers’ acceptance or bank guarantee to the extent permitted under Section 8.03; (w) Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance premiums; and (x) Liens in favor of the Borrower or any Guarantor; provided that if any such SubsidiaryLien shall cover any Collateral, as the case may be, from counsel that is reasonably acceptable holder of such Lien shall execute and deliver to the Required HoldersAdministrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent.

Liens. The Company and the Parent REIT will not and will not shall not, nor shall it permit any Company Party to directly or indirectly Subsidiary (other than any Foreign Subsidiary) to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 date hereof and any extension, renewal or replacement (or successive extensions, renewals or extensions replacements), in whole or in part, thereof; provided, provided however, that (i) such extension, renewal or replacement shall be limited to all or part of the property covered thereby is not changedwhich secured the Lien so extended, renewed or replaced (plus improvements on such property), (ii) the amount secured or benefited thereby is not increased except by an to the extent the increased amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderof Indebtedness would be permitted under Section 7.02, and (iii) the direct or any contingent indirect obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d); (dc) Liens for taxes taxes, assessments or governmental charges not yet due or overdue for a period of more than 60 days or, if more than 60 days overdue, (i) which are being contested in good faith by appropriate proceedings diligently conducted, if (provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Company or its Subsidiaries, as the case may be, in accordance conformity with GAAP), (ii) which secure payments disclosed on Schedule 7.01(c), or (iii) with respect to which failure to make payment would not reasonably be expected to have a Material Adverse Effect; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s or other like Liens arising in the ordinary course of business securing amounts which are not overdue for a period of more than thirty 60 days or, if more than 60 days overdue (30i) days or which are such Lien is being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson or (ii) the failure to pay such amounts would not reasonably be expected to have a Material Adverse Effect; (fi) pledges or deposits in the ordinary course of business Liens incurred in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA(ii) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted to support the payment of the items set forth in clauses (i) and (ii) of this Section 7.01(e); (gf) deposits or pledges to secure the performance of bids, tenders, trade contracts and leases (other than Indebtednessfor borrowed money), statutory obligations, surety and appeal bonds, indemnity bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Company or a Subsidiary of the Company is a party, and other similar encumbrances affecting any Real Property owned by and minor liens, none of which in the opinion of the Company or any Guarantor which, in interferes materially with the aggregate, are not substantial in amount, and which do not in any case materially detract from the value use of the property subject thereto or materially interfere with affected in the ordinary conduct of the business of the applicable Person Company and which, with respect to Unencumbered Borrowing Base Properties, its Subsidiaries and which defects do not individually or in the aggregate have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facilitya Material Adverse Effect; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h); (ji) Liens on assets acquired, constructed or improved by the Company or any of its Subsidiaries, provided, however, that (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property such Liens secure Indebtedness permitted by Section 7.02(g), and (ii) such Liens shall not apply to any other property or assets of the Company or any of its Subsidiaries; and (j) Liens on the property or assets of a Person which is merged into or becomes a Subsidiary of the Company after the date hereof and, with respect to Significant Subsidiaries, securing Indebtedness of such Significant Subsidiary permitted under Section 7.02(h) provided that (i) such Liens existed at the time of such merger or at the time such Person became such a Subsidiary and were not created in connection with Permitted Intercompany Mortgagesanticipation thereof, (ii) any such Lien does not extend to cover any other property or assets of the Company or any Subsidiary and (iii) such Liens do not secure obligations exceeding $75,000,000 in aggregate amount at any time outstanding; (k) Liens existing on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing properties at the time such Real Property is acquired of the acquisition thereof by the Company or applicable Guarantor any Subsidiary of the Company which were not created in anticipation of the acquisition thereof by the Company or such Subsidiary, and which (i) do not extend to or cover any Non-Guarantor Subsidiaryassets or property of the Company or such Subsidiary other than the assets or property being acquired or (ii) secure any Indebtedness not permitted under Section 7.02; (l) Liens on the Equity Interests any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Non-Guarantor SubsidiaryLien referred to in the foregoing clauses (i), (j) and (k); provided, no however, that such Liens extension, renewal or replacement shall be permitted with respect limited to all or part of the Equity Interests of Pebblebrook Hotel Lesseeproperty which secured the Lien so extended, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property renewed or the direct or indirect parent thereofreplaced (plus improvements on such property); (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims rights of setoff and similar arrangements in favor of depository and securities intermediaries to secure customary fees and similar amounts related to bank accounts or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; andsecurities accounts; (n) any interest of title of a lessor under, and Liens arising from encumbrance or evidenced by protective UCC financing statements restriction (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement put and opinions of counsel call agreements and transfer restrictions, but not pledges) with respect to the Company and/or Capital Stock of any such Subsidiary, as the case may be, from counsel that is reasonably acceptable joint venture or similar arrangement created pursuant to the Required Holdersjoint venture or similar agreements with respect to such joint venture or similar arrangement; (o) [intentionally deleted] (p) other rights and interests with respect to the shares of Capital Stock of Infogrames to secure the Company's obligations under a collar or other hedging agreement between the Company and a third party to hedge against fluctuations in the price of such shares; (q) Liens on assets of any Foreign Subsidiary securing Indebtedness of any Foreign Subsidiary permitted by Section 7.02 (j); (r) Liens created pursuant to and in accordance with any Permitted Receivables Securitization Facility and Liens created in connection with Recourse Obligations for credit enhancement or liquidity purposes, pursuant to any agreement pursuant to which the Company and certain of its Subsidiaries agree to sell, assign, pledge and transfer to a credit insurance provider or other similar entities certain Recourse Obligations; and (s) other Liens on assets which secure obligations not exceeding $50,000,000 in aggregate amount at any time outstanding.

Liens. The Company and the Parent REIT Such Obligor will not not, and will not permit any Company Party to directly or indirectly of its Subsidiaries to, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Party, whether now owned or held or hereafter acquired, or any income or profits therefromby it, or assign or otherwise convey sell any right to receive income or profitsrevenues (including accounts receivable) or rights in respect of any thereof, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure Liens securing the Obligations; (b) Liens that secure Indebtedness any Lien on any property or asset of the Company Parties Borrower or any of its Subsidiaries existing on a pari passu basis with the date hereof and set forth in Schedule 7.13(b); provided that (i) no such Lien described in Section 10.5(a) subject shall extend to the terms any other property or asset of the Intercreditor AgreementBorrower or any of its Subsidiaries and (ii) any 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; (c) Liens existing on the Execution Date securing Indebtedness permitted under clauses (f) and listed in Schedule 5.15 and any renewals or extensions thereof, (h) of Section 9.01; provided that such Liens are restricted solely to the collateral described in such clause (if) the property covered thereby is not changedor (h), (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changedas applicable; (d) Liens for taxes imposed by Law which were incurred in the ordinary course of business, including (but not yet due limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or which materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings diligently conducted, if have the effect of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves with respect thereto are maintained on the books of the applicable Person have been made if required in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and or other similar social security legislation; (f) Liens securing Taxes, assessments and other than any Lien imposed governmental charges, the payment of which is not yet due or is being contested in good faith by ERISAappropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (g) deposits to secure the performance of bidsservitudes, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-rights of way, restrictions and other similar encumbrances affecting on real property imposed by any Real Property owned by Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the Company use of property or any Guarantor minor imperfections in title thereto which, in the aggregate, are not substantial in amountmaterial, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of any of the applicable Person and which, Obligors; (h) with respect to Unencumbered Borrowing Base Propertiesany real property, have been reviewed (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and approved conditions expressed in accordance the original grant, deed or patent of such property by the original owner of such real property pursuant to Laws; and (iii) rights of expropriation, access or use or any similar right conferred or reserved by or in any Law, which, in the aggregate for (i), (ii) and (iii), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the requirements ordinary conduct of the Bank business of America Credit Facilityany of the Obligors; (i) bankers’ liens, rights of setoff and similar Liens securing judgments incurred on deposits made in Deposit Accounts in the ordinary course of business; (j) Liens consisting of judgment or judicial attachment Liens (other than for the payment of money Taxes) in respect of judgments, the existence of which do not constituting constitute an Event of Default under Section 11(i11.01(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets licenses (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness including licenses of any Note Party Intellectual Property), sublicenses, leases or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired subleases granted by the Company Borrower or applicable Guarantor its Subsidiaries to third parties in the ordinary course of business and not prohibited by the terms hereof or any Non-Guarantor Subsidiaryother Loan Document, including, without limitation, Section 9.13(b); (l) Liens on the Equity Interests of any Non-Guarantor Subsidiarysecuring Indebtedness permitted under Section 9.01(i); provided, provided that no such Liens shall be Lien otherwise permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit under any of their Subsidiaries toclauses (c), secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant (g), (h) and (i) above shall apply to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersMaterial Intellectual Property.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any property or asset of any Company Partyits property, whether now owned or held or hereafter acquired, or any income or profits therefromexcept the following (collectively, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that for (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which (ii) taxes that are being contested in good faith by appropriate proceedings diligently conductedproceedings; provided that, if in the case of clause (ii) only, adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (eb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or in connection with the operation and maintenance of its property, which do not in the aggregate materially detract from the value of the property to which they are attached or materially impair the use thereof or that are for amounts not overdue for a period of more than thirty (30) 90 days or which that are being contested in good faith and by appropriate dispute resolution or other proceedings diligently conducted, if and are either bonded over or for which adequate reserves with respect thereto are maintained on the books of the applicable PersonBorrower or its Subsidiaries, as the case may be, in conformity with GAAP; (fc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;legislation incurred in the ordinary course of business; 100 Xxxxx Wind – Credit Agreement (gd) (i) deposits to secure the performance of bids, tenders, trade contracts and (other than for Indebtedness for Borrowed Money), leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; and (ii) Liens securing judgments or the payment of money (not constituting a Default under Section 8(h)) or securing appeal or other surety bonds related to such judgments; (he) easements, rights-of-way, restrictions way and other similar encumbrances affecting on title to real property that do not render title to such property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purpose; (f) Liens in existence on the date hereof set forth on Schedule 7.3(f); provided that no such Lien is spread to cover any Real Property owned additional property after the Closing Date and was not incurred in connection with Indebtedness for Borrowed Money; (g) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(d) to finance the acquisition of fixed or capital assets or pursuant to Section 7.2(k) to finance Capital Expenditures; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased; (h) first priority Liens (i) created pursuant to the Security Documents, and (ii) securing obligations under any Specified Hedge Agreement entered into by the Company Borrower or any Guarantor whichof its Subsidiaries, subject to any applicable limitations set forth in the Intercreditor Agreement; provided that any Permitted Hedge Counterparty party to any such Specified Hedge Agreement shall be a party to the Intercreditor Agreement, or shall have become a party to the Intercreditor Agreement (if required thereunder and subject to the grace periods provided therein) as, and shall have the obligations of, a “Secured Party” thereunder; (i) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (j) all matters either disclosed on the aerial maps delivered on the Closing Date pursuant to Section 5.1(o)(iii) or listed as an exception or Lien in the Title Policy insuring the Mortgaged Property or delivered in connection with Section 6.10(b); 101 Xxxxx Wind – Credit Agreement (k) imperfections or irregularities of title and other Liens that would not, in the aggregate, are not substantial in amount, and which do not in any case reasonably be expected to materially detract from the use of the affected property or the value of the property subject thereto Collateral as a whole; (l) zoning, planning and other similar limitations and restrictions, and all rights of any Governmental Authority to regulate any real property, including easements and rights of way appertaining thereto; (m) Liens arising by virtue of any statutory or materially interfere with common law provision relating to banker’s liens, rights of set-off or similar rights; (n) any Lien arising in the ordinary conduct course of the business consistent with past practices by operation of the applicable Person and which, law with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved a liability that is not yet due or delinquent or which is being contested in accordance with the requirements of the Bank of America Credit Facilitygood faith by appropriate dispute resolution or other proceedings; (i) Liens securing judgments for on accounts receivable and each related deposit or securities account to the payment extent such accounts receivable are deposited therein granted in each case on customary terms over no greater than 60 days of money not constituting an Event receivables pursuant to any Permitted Commodity Hedge and Power Sales Agreement and any Energy Management Agreement and entered into by the Borrower or any of Default under Section 11(i); (j) (i) its Subsidiaries in the interests ordinary course of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property business and (ii) Liens on deposits of cash or Cash Equivalents securing obligations under Permitted Commodity Hedge and Power Sales Agreements and any Energy Management Agreement in the ordinary course of business; (p) (i) terms and conditions of Contractual Obligations in existence on the Closing Date or (ii) Additional Project Contracts permitted under Section 7.16; (q) Liens not otherwise constituting Permitted Liens under this Section 7.3 incidental to the ordinary course of business that are not incurred in connection with Permitted Intercompany MortgagesIndebtedness for Borrowed Money and that do not individually or in the aggregate materially impair the use of the property or assets of the Borrower and its Subsidiaries to which such Liens relate or the value of such property or assets for the purposes of such business; (kr) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (s) Liens on not otherwise permitted hereunder so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $1,500,000 at any assets one time; (t) any netting or set-off arrangements under any Contractual Obligation (other than any Unencumbered Borrowing Base Property and related assetsContractual Obligation constituting Indebtedness for Borrowed Money or having the effect of Indebtedness for Borrowed Money) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after otherwise permitted under the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation terms of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; Intercreditor Agreement; 102 Xxxxx Wind – Credit Agreement (lu) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateExcluded Assets; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Liens. (a) The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Partythe Collateral, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) Liens arising under the property covered thereby is not changed, Note Documentation; or (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP. (b) The Company will not permit Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or assets, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: (i) Liens existing on the date hereof that secure Indebtedness listed on Schedule 5.6 hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted pursuant to Section 9.3; (ii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (eiii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson to the extent required in accordance with GAAP; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hiv) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by real property and other minor defects or irregularities in title and other similar encumbrances including the Company or any Guarantor reservations, limitations, provisos and conditions, which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto of Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary, as applicable, or materially interfere with the ordinary conduct of the business of the applicable Person and which, Person; (v) statutory rights of set-off arising in the ordinary course of business; (vi) with respect to Unencumbered Borrowing Base Propertiesany real property, have been reviewed and approved immaterial title defects or irregularities that do not, individually or in accordance with the requirements aggregate, materially impair the use of the Bank of America Credit Facilitysuch real property; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (kvii) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims xxxx xxxxxxx money deposits or other obligations escrow arrangements made in connection with any letter of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateintent or purchase agreement; and (nviii) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, under the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersNote Documentation.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit to exist (upon the happening of a contingency exist, directly or otherwise) indirectly, any Lien on or with respect to any property or asset of any Company Party, whether now owned or held hereafter acquired by it or hereafter acquired, or on any income or profits therefrom, revenues or assign or otherwise convey rights in respect of any right to receive income or profitsthereof, except the following (collectively, the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) inchoate Liens for taxes taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings diligently conducted, if for which adequate reserves with respect thereto are maintained on the books of the applicable Person have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (eb) Liens in respect of property of any Company imposed by Legal Requirements, which (i) were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s or and mechanics’ Liens and other like similar Liens arising in the ordinary course of business which or otherwise pertaining to Indebtedness permitted under Section 6.01(g), (ii) do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, and (iii) if they secure obligations that are not overdue for a period of more than thirty (30) days or which then due and unpaid, are being contested in good faith and by appropriate proceedings diligently conductedfor which adequate reserves have been established in accordance with GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if adequate reserves any, greater than that secured on the Closing Date and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”); (d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies on or other minor irregularities with respect thereto are maintained on to any Real Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness or (ii) individually or in the books aggregate materially interfering with the ordinary conduct of the applicable Personbusiness and operations of the Companies at such Real Property and the value, use and occupancy thereof; (e) Liens to the extent arising out of judgments, attachments or awards not resulting in an Event of Default; (f) pledges Liens (other than any Lien imposed by ERISA) (i) imposed by Legal Requirements or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (ii) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (iii) arising by virtue of deposits made in the ordinary course of business to secure leases, liability for premiums to insurance carriers; provided, in each case, that (1) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings or orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien and (2) to the extent such Liens are not imposed by ERISALegal Requirements, such Liens shall in no event encumber any property other than cash and Cash Equivalents; (g) deposits Leases, subleases, licenses and sublicenses of the properties of any Company granted by such Company to secure third parties, in each case entered into in the performance ordinary course of bidssuch Company’s business; (h) any interest or title of a lessor or sublessor, trade contracts licensor or sublicensor under any lease or license not prohibited by this Agreement or the Security Documents; (i) Liens which may arise as a result of municipal and leases (other than Indebtedness)zoning codes and ordinances, statutory obligations, surety and appeal bonds, performance bonds building and other obligations land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use or occupancy of any real property, or in the case of any Real Property subject to a like nature incurred mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, the Administrative Agent; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Company in the ordinary course of business; (hk) easementsLiens securing Indebtedness incurred pursuant to Section 6.01(e); provided that any such Liens attach only to the property being financed pursuant to such Indebtedness and do not encumber any other property of any Company; (l) bankers’ Liens, rights-of-way, restrictions rights of setoff and other similar encumbrances affecting Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Real Property owned by the Company or any Guarantor whichCompany, in each case granted in the aggregateordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (m) Liens on property or assets of a Person existing at the time such Person or asset is acquired or merged with or into or consolidated with any Company to the extent permitted hereunder (and not substantial created in amount, and which anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon); (n) Liens granted pursuant to the Security Documents to secure the Secured Obligations; (o) licenses and sublicenses of Intellectual Property granted by any Company in any case materially detract from the value ordinary course of the property subject thereto or materially interfere business and not interfering with the ordinary conduct of the business of the applicable Person and whichCompanies, taken as a whole; (p) the filing of UCC (or equivalent) financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; (q) Liens on property of Foreign Subsidiaries securing Indebtedness incurred pursuant to Section 6.01(f); provided that such Liens do not extend to, or encumber, property which constitutes Collateral; (r) Liens incurred in the ordinary course of business of any Company with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved obligations that do not in accordance with the requirements of the Bank of America Credit Facilityaggregate exceed $2,000,000 at any time outstanding; (is) any interest or title of a lessor, sublessor, licensor or licensee under any lease or license entered into by Borrower or any other Subsidiary in the ordinary course of its business; (t) Liens securing judgments for reimbursement obligations in respect of documentary letters of credit or bankers’ acceptances; provided that such Liens attach only to the payment documents and goods covered thereby and proceeds thereof; (u) Liens attaching solely to xxxx xxxxxxx money deposits in connection with an Investment permitted by Section 6.04; (v) Liens of money not constituting an Event a collecting bank arising in the ordinary course of Default business under Section 11(i4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (w) Liens granted by a Subsidiary that is not a Loan Party in favor of Borrower or another Loan Party in respect of Indebtedness or other obligations owed by such Subsidiary to Borrower or such other Loan Party; (x) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto under Section 6.01(m); (jy) cash collateral deposited to secure any Indebtedness permitted under Section 6.01(u); (z) Liens (i) on cash advances in favor of the interests seller of any ground lessor under property to be acquired in an Eligible Ground Lease and Investment permitted by Section 6.04 to be applied against the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and purchase price for such Investment, or (ii) Liens pursuant to a purchase agreement or sale agreement securing the obligations under such purchase agreement or sale agreement and encumbering solely the assets that are to be sold in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party asset disposition permitted or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired not otherwise prohibited by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregatethis Agreement; and (naa) any interest Liens of title third party collection service providers arising in the ordinary course of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant business with respect to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel accounts receivables owed to the Company and/or any that are the subject of such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersthird party collection attempts.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any income jurisdiction a financing statement that names the Borrower or profits therefromany of its Subsidiaries as debtor, or assign any accounts or otherwise convey any other right to receive income or profitsincome, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.02(e), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e); (dc) Liens for taxes taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Liens. The Company and the Parent REIT will not and will not permit any Company Party of its Subsidiaries to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any Company Partysuch Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date of this Agreement (other than Liens securing obligations arising under the PNC Loan Documents) and listed in on Schedule 5.15 10.5 and any renewals renewals, extensions or extensions refundings thereof, provided that (i) the property covered thereby is not changedchanged (other than after-acquired property that is affixed or incorporated into the property covered by such Lien and proceeds and products thereof), (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderincreased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (db) Liens for taxes taxes, assessments or other governmental charges which are not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the Company or the applicable Person Subsidiary, as the case may be, in accordance with GAAP; (ec) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are secure amounts not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the Company or the applicable PersonSubsidiary, as the case may be, in conformity with GAAP; (fd) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation; (e) rights of setoff, banker’s lien, netting agreements and other than similar Liens arising by operation of law or by of the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or cash management arrangements and for the purpose of netting debit and credit balances; (f) Liens arising from precautionary Uniform Commercial Code financing statements or any Lien imposed by ERISAsimilar filings made in respect of operating leases; (g) Liens on property created contemporaneously with its acquisition or within 120 days of the acquisition or completion of construction or development thereof to secure or provide for all or a portion of the purchase price or cost of the acquisition, construction or development of such property after the date of the Closing, provided that (i) such Liens do not extend to additional property of the Company or any Subsidiary (other than property that is an improvement to or is acquired for specific use in connection with the subject property) and (ii) the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the property subject thereto; (h) Liens over or affecting any asset acquired by the Company or a Subsidiary after the date of this Agreement if: (i) the Lien existed at the time of acquisition of that asset by the Company or the applicable Subsidiary, as the case may be, and was not created in contemplation of the acquisition of such asset; (ii) the principal amount secured has not been increased in contemplation of or since the acquisition of such asset; and (iii) the Lien is removed or discharged within 365 days of the date of acquisition of such asset; (i) Liens over or affecting any asset of any entity which becomes a Subsidiary after the date of this Agreement if: (i) the Lien existed at the time such entity became a Subsidiary, and was not created in contemplation of the acquisition of such entity; (ii) the principal amount secured has not been increased in contemplation of or since the acquisition of such entity; and (iii) the Lien is removed or discharged within 365 days of such entity becoming a Subsidiary; (j) [reserved]; (k) Liens related to repurchase agreements, intraday and overnight borrowings and similar activities in the ordinary course of the Company’s or a Subsidiary’s business; (l) Liens on deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof;and (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations Indebtedness of the Note Parties and their Subsidiaries Company or any Subsidiary not otherwise permitted by clauses (other than Indebtednessa) in amounts not exceeding $5,000,000 in through (l) above, provided that the aggregate; and sum of (ni) any interest the aggregate principal amount of title all Indebtedness that has the benefit of a lessor underLien under this clause (m) plus (without duplication) (ii) the aggregate principal amount of all Indebtedness outstanding pursuant to clause (f) of Section 10.6, and Liens arising from or evidenced by protective UCC financing shall not at any time exceed an amount equal to 15% of Consolidated Total Assets (as measured on the last day of the then most recently ended fiscal year of the Company with respect to which financial statements (or equivalent filingshave been delivered to the holders), registrations or agreements in foreign jurisdictions) relating toprovided, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5further, that notwithstanding the foregoing, the Company and the Parent REIT shall not, and shall not permit any of their its Subsidiaries to, secure pursuant to this Section 10.5 10.5(m) any Indebtedness outstanding under or pursuant to any Primary Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) neither the property nor the description of the property covered thereby is not changedchanged other than as a result of Maintenance Capital Expenditures, (ii) the amount secured or benefited thereby is not increased except other than as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.03(b), and (iii) the direct or any contingent obligor with respect thereto is not changedchanged other than in a transaction that is not prohibited by Section 7.04, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (dc) Liens for taxes Taxes, assessments, other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, vendors’, landlords’, or other like Liens, including common law maritime Liens or Liens under the Federal Maritime Lien Act or similar state statutes, arising in the ordinary course of business for amounts which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves in accordance with GAAP with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except for the following (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure Liens pursuant to any Loan Document or otherwise in favor of the ObligationsLender; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Closing Date and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.02(b), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (dc) Liens for taxes Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; provided that a reserve or other appropriate provision shall have been made therefor; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) Liens incurred or deposits made to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ih) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 11(i8.01(h); (ji) Liens securing Indebtedness permitted under Section 7.02(c); provided that (i) such Liens do not at any time encumber any property other than the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property property financed by such Indebtedness and (ii) Liens the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. (i) licenses, sublicenses, leases or subleases granted to other persons in connection the ordinary course of business not interfering in any material respect with Permitted Intercompany Mortgagesthe ordinary conduct of the business of the Loan Parties or (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Loan Party or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness arising solely by virtue of any Note Party statutory or Non-Guarantor Subsidiary incurred common law provision relating to bankers’ liens, rights of setoff or assumed after the Execution Date; provided, such Lien similar rights and remedies as to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before deposit accounts or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on to other funds maintained with a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiarydepository institution; (l) Liens on licenses of intellectual property granted by any Loan Party in the Equity Interests ordinary course of business and not interfering in any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted material respect with respect to the Equity Interests ordinary conduct of Pebblebrook Hotel Lessee, any entity which is business of the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofLoan Parties; (m) other filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (n) Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of a collecting bank arising in the ordinary course of business under Section 4-210 of the Note Parties and their Subsidiaries UCC covering only the items being collected upon; (other than Indebtednesso) good faith deposits required in amounts not exceeding $5,000,000 in the aggregateconnection with any investment transaction permitted under Section 7.03; and (np) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in formextent constituting a Lien, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or escrow arrangements securing indemnification obligations associated any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersinvestment transaction permitted under Section 7.03.

Liens. The Company and the Parent REIT Borrower will not and not, nor will not it permit any Company Party to directly or indirectly Subsidiary to, create, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure Liens arising under the ObligationsLoan Documents; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Amendment and Restatement Effective Date and listed in on Schedule 5.15 6.02 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 6.01(b), and (iii) the direct or any contingent obligor with respect thereto is not changedchanged and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (dc) Liens for taxes Taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than thirty (30) 30 days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and (ii) public utility services provided to the Borrower or a Subsidiary; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor whichreal property that, in the aggregate, are not substantial in amount, and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person Person, and which, with respect any zoning or similar law or right reserved to Unencumbered Borrowing Base Properties, have been reviewed and approved or vested in accordance any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the requirements ordinary conduct of the Bank business of America Credit Facilitythe Borrower and its Subsidiaries; (ih) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i7.01(j); (ji) Liens securing Indebtedness permitted under Section 6.01(e); provided that (i) the interests of such Liens do not at any ground lessor under an Eligible Ground Lease and the interests of time encumber any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (property other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption property financed by such Indebtedness and (ii) there exists no violation the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the financial covenants hereunder property being acquired on the date of acquisition; (j) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Pro Forma Basis Subsidiary after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at Original Closing Date prior to the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Person becomes a Subsidiary; provided, no provided that (i) such Liens shall be permitted with respect to the Equity Interests Lien is not created in contemplation of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any acquisition or such Person becoming a Subsidiary, as the case may be, from counsel (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that is reasonably acceptable it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry; (l) any interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the ordinary course of business; (m) leases, licenses, subleases or sublicenses granted to others in the Required Holdersordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (o) Liens in favor of Xxxxx Fargo Bank, National Association on cash collateral pledged to secure the Existing Letters of Credit and the Existing Bank Products; (p) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (q) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (r) Liens securing financing arrangements with respect to insurance premiums.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly create, incurCreate, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to upon any property or asset of any property, except that the foregoing shall not prevent the Company Party, whether now owned or held or hereafter acquired, or any income Subsidiary from creating, assuming or profits therefrom, or assign or otherwise convey suffering to exist any right to receive income or profits, except (of the items described in clauses (a) through (h) below to be referred to as “Permitted following Liens”):: (a) Liens, if any, that secure Liens existing on the Obligationsdate hereof and set forth on Schedule 5.10 hereto; (b) Liens any Lien existing on property owned or leased by any Person at the time it becomes a Subsidiary; provided that secure Indebtedness such Lien was not created in anticipation of the Company Parties on such Person becoming a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor AgreementSubsidiary; (c) Liens any Lien existing on property at the Execution Date and listed in Schedule 5.15 and time of the acquisition thereof by the Company or any renewals or extensions thereof, Subsidiary; provided that (i) the property covered thereby is such Lien was not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to created in anticipation of such Person becoming a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changedSubsidiary; (d) any Lien to secure any Debt incurred prior to, at the time of, or within 12 months after the acquisition of any fixed assets (but not assets constituting a line of business) for the purpose of financing all or any part of the purchase price thereof; (e) any Lien to secure any Debt incurred prior to, at the time of, or within 12 months after the completion of the construction, alteration, repair or improvement of any property for the purpose of financing all or any part of the cost thereof; (f) any Liens securing Debt of a Subsidiary owing to the Company or to another Subsidiary; (g) Liens for taxes taxes, assessments or governmental charges or levies not yet due or which that are being contested in good faith by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Company or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (eh) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than thirty (30) 60 days delinquent in accordance with their terms or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (fi) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gj) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hk) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned interest or title of a lessor under any lease entered into by the Company or any Guarantor which, Subsidiary in the aggregate, are not substantial in amount, ordinary course of its business and which do not in any case materially detract from covering only the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiaryso leased; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases or consignment arrangements entered into by the Equity Interests Company or any Subsidiary in the ordinary course of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofbusiness; (m) other customary Liens on assets in favor of a banking institution arising by operation of law encumbering deposits (other than Unencumbered Borrowing Base Propertiesincluding the right of set-off) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 held by such banking institutions incurred in the aggregate; andordinary course of business and that are within the general parameters customary in the banking industry; (n) any interest extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of title any Lien referred to in clauses (a) through (m) above, so long as the principal amount of the Debt secured thereby does not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement (except that, where an additional principal amount of Debt is incurred to provide funds for the completion of a lessor underspecific project, the additional principal amount, and Liens arising from any related financing costs, may be secured by the Lien as well) and such Lien is limited to the same property subject to the Lien so extended, renewed or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes replaced (and improvements on such property); (o) Liens securing any guaranty delivered obligations of the Credit Parties under the Loan Documents or guarantees in connection therewithrespect thereof; (p) shall concurrently be Liens securing any Debt arising under the Indenture and any Guarantee thereof as long as the obligations of the Credit Parties under the Loan Documents and any Guarantee thereof are secured equally and ratably with (or prior to) such Indebtedness pursuant to documentation Liens on terms reasonably acceptable satisfactory to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to Administrative Agent; and (q) any Lien not otherwise permitted by clauses (a) through (p) above; provided that the Company and/or obligations secured thereby shall not at any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holderstime exceed $125,000,000.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except for the following (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Closing Date and listed in on Schedule 5.15 7.1 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby to the extent constituting Indebtedness is not increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 7.2(b), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.2(b); (dc) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, supplier’s, laborer’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if ; provided adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts (including with suppliers) and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, including reimbursement and indemnification obligations, incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (h) [reserved]; (i) Liens securing judgments for the payment of money not constituting an Event of Default Indebtedness permitted under Section 11(i7.2(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or Fair Market Value, whichever is lower, of the property being acquired on the date of acquisition; (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (ieither directly or indirectly) the interests repayment of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany MortgagesIndebtedness; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness arising out of any Note judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Non-Guarantor Subsidiary incurred shall in good faith be prosecuting an appeal or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiaryproceedings for review; (l) Liens on any interest or title of a lessor, licensor, sublicensor or sublessor under any lease, license, sublicense or sublease entered into by any Loan Party or any Subsidiary thereof in the Equity Interests ordinary course of any Non-Guarantor Subsidiary; providedbusiness, no such Liens shall be permitted consistent with respect to past practice and covering only the Equity Interests of Pebblebrook Hotel Lesseeassets so leased, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property licensed, sublicensed or the direct or indirect parent thereofsubleased; (m) other [reserved]; (n) Liens on property of a Person existing at the time of a Permitted Acquisition or such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such Permitted Acquisition or merger, consolidation or Investment and do not extend to any assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations those of the Note Parties Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and their Subsidiaries the applicable Indebtedness secured by such Lien is permitted under Section 7.2(f); (other than Indebtednesso) [reserved]; (p) Liens in favor of Xxxxx Fargo Bank, N.A. securing the Borrowers’ obligation to reimburse Xxxxx Fargo Bank, N.A. for any fees, costs and expenses associated with or arising from legal fees, Deposit Accounts, securities accounts, credit, purchase or debit cards and treasury management products; provided that in no event shall the obligations secured by this clause (p) exceed $350,000 any one time outstanding; (q) Liens securing the Indebtedness permitted under Section 7.2(p) in amounts an amount not exceeding $5,000,000 to exceed 110.00% of the amount of such Indebtedness; (r) [reserved]; (s) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the aggregateimportation of goods; and (nt) any interest of title of a lessor under, and other Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any securing Indebtedness outstanding under or pursuant in an aggregate principal amount not to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersexceed $250,000.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Partyits Property, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):for: (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due (or, in the case of real property taxes and assessments, not yet delinquent) or which that are being contested in good faith by appropriate proceedings diligently conductedproceedings; provided that, if adequate reserves with respect thereto are maintained on the books of the applicable Person Loan Party, as the case may be, in accordance conformity with GAAP; (eb) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than thirty (30) 30 days or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings; provided that, if adequate reserves with respect thereto are maintained on the books of the applicable PersonLoan Party, as the case may be, in conformity with GAAP; (fc) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gd) deposits by or on behalf of any Restricted Subsidiary to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (he) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by incurred in the Company or any Guarantor whichordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any of its Restricted Subsidiaries; (f) Liens listed on Schedule 6.3(f) in existence on the applicable Person Closing Date and whichsecuring Indebtedness permitted by Section 6.2(d) or securing any Acquired Indebtedness (or refinancing thereof) permitted under Section 6.2(d)(ii) or 6.2(d)(iv); provided that, no such Lien is expanded (x) after the Closing Date (with respect to Unencumbered Borrowing Base PropertiesLiens listed on Schedule 6.3(f)), have been reviewed or (y) after the date of assumption of such Indebtedness (with respect to Liens securing Acquired Indebtedness or refinancing thereof) to cover any additional Property not covered immediately prior to such date (or the date of such assumption) and approved that the amount of Indebtedness secured thereby is not increased, except as permitted in accordance Section 6.2(d)(iii); (g) Liens securing Indebtedness of Borrower or any Restricted Subsidiary incurred pursuant to Section 6.2(c); provided that, (i) such Liens shall be created substantially concurrently with the requirements incurrence of such Indebtedness, (ii) such Liens do not at any time encumber any Property other than the Bank Property financed by such Indebtedness (or the Indebtedness being refinanced pursuant to Section 6.2(c)), and (iii) the amount of America Credit FacilityIndebtedness secured thereby (in the case of a refinancing) is not increased, except as permitted in Section 6.2(c); (h) Liens created pursuant to the Loan Documents securing the Obligations; (i) any (x) interest or title of a lessor under any lease of real property entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of its business and covering only the assets so leased or Liens securing judgments for (not material in the payment aggregate) in favor of money not constituting an Event a lessor created by statute or by the terms of Default under Section 11(i)a lease limited to furniture, fixtures and equipment located at the leased property, and (y) interests or rights of a creditor of a landlord pursuant to a subordination or other similar agreement entered into in the ordinary course of business covering only the property subject to the terms of such lease; (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagesthe nature of rights of first refusal, purchase options, call rights, redemption rights, and other restrictions on transfer (x) relating to equity interests in any Person not constituting a Restricted Subsidiary or (y) that, if exercised by the holder thereof would constitute a Disposition permitted under the Loan Documents; (k) Liens with respect to transactions permitted under Section 6.11 on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiaryproperty so leased; (l) Liens on to the Equity Interests of any Nonextent constituting Liens, obligations under Capital Lease Obligations and EITF 97-Guarantor Subsidiary10 Capital Lease Obligations incurred pursuant to Section 6.2(c) and obligations under the UA Pass-Through Trust Documents; providedprovided that, no such Liens shall be permitted with respect to do not at any time encumber any Property other than the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property financed by such Indebtedness or the direct or indirect parent thereofobligations; (m) the title exceptions disclosed in the title policies insuring the Mortgages (or, in the context of a New Mortgage to be granted, the title exceptions disclosed in a commitment to issue a title policy insuring such New Mortgage that are approved by Administrative Agent); (n) purported Liens evidenced by the filing of UCC financing statements relating solely to (x) operating leases of personal property entered into in the ordinary course of business or (y) other agreements relating to video game machines and other personal property that is not owned by the Borrower or any Restricted Subsidiary that are located on the premises of the Borrower or of any Restricted Subsidiary; (o) Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims cash or other obligations cash equivalents of the Note Loan Parties and their Subsidiaries (other than Indebtedness) securing obligations with respect to or in amounts not exceeding $5,000,000 in the aggregateconnection with any Defaulting Lender’s Pro Rata Share of Letter-of-Credit Usage; and (np) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases not otherwise permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 6.3 securing obligations of Borrower or any Indebtedness outstanding under or pursuant Restricted Subsidiary in an aggregate principal amount not to exceed $1,000,000 at any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holderstime outstanding.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createIncur, incur, assume create or permit to exist (upon the happening any Lien, charge or other encumbrance of a contingency or otherwise) any Lien on or nature whatsoever with respect to (a) any property or asset of any Company Party, whether assets now owned or held or hereafter acquiredacquired by any Borrower, any Guarantor or any income Subsidiary or profits therefrom(b) any Financed Aircraft, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):other than (ai) Liens, if any, that secure Liens created under the ObligationsSecurity Instruments in favor of the Agent and the Lenders; and Liens arising under the Eligible Leases in favor of the Applicable Intermediary (as lessor) or the Applicable Borrower which Liens in each case have been assigned to the Agent; (bii) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described set forth in Section 10.5(a) subject to the terms of the Intercreditor AgreementSchedule 6.7; (ciii) Liens existing on the Execution Date and listed in Schedule 5.15 and imposed by law for taxes, assessments or charges of any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens Governmental Authority for taxes claims not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, if each of which Liens shall be fully bonded over, to the reasonable satisfaction of the Agent; (iv) statutory Liens of landlords and Liens of mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and (i) in existence less than 90 days from the date of creation thereof for amounts not yet due or (ii) which are being contested in good faith by appropriate proceedings diligently conducted, which are inferior in respect of the Collateral to the Liens conferred under the Security Instruments or have been fully bonded over to the reasonable satisfaction of the Agent, and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable Person in accordance with GAAP; (ev) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course out of business any judgment or award with respect to which are not overdue an appeal or proceeding for a period of more than thirty (30) days or which are review is being contested prosecuted in good faith and by appropriate proceedings diligently conducted, if adequate reserves and with respect thereto are maintained on the books to which a stay of the applicable Personexecution is in effect; (fvi) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned Liens created by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit Facility; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor Applicable Carrier under an Eligible Ground Lease Lease, which Liens are created without the knowledge of the Applicable Borrower and are released or fully bonded over to the interests reasonable satisfaction of the Agent within 30 days after the Applicable Borrower has notice or knowledge of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateLien; and (nvii) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements securing Indebtedness described in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders8.5(b).

Liens. (a) The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset of any Company Partythe Collateral, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) Liens arising under the property covered thereby is not changed, Note Documentation; or (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP. (b) The Company will not permit Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or assets, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: (i) Liens existing on the date hereof that secure Indebtedness listed on Schedule 5.6 hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted pursuant to Section 9.3; (ii) Liens securing Indebtedness permitted pursuant to Section 9.3(b)(ii); (iii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (eiv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson to the extent required in accordance with GAAP; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hv) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by real property and other minor defects or irregularities in title and other similar encumbrances including the Company or any Guarantor reservations, limitations, provisos and conditions, which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto of Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary, as applicable, or materially interfere with the ordinary conduct of the business of the applicable Person and which, Person; (vi) statutory rights of set-off arising in the ordinary course of business; (vii) with respect to Unencumbered Borrowing Base Propertiesany real property, have been reviewed and approved immaterial title defects or irregularities that do not, individually or in accordance with the requirements aggregate, materially impair the use of the Bank of America Credit Facilitysuch real property; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (kviii) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims xxxx xxxxxxx money deposits or other obligations escrow arrangements made in connection with any letter of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregateintent or purchase agreement; and (nix) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, under the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersNote Documentation.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document (including Liens securing any Incremental Facility or Refinancing Facility governed by this Agreement); (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in (other than any individual Lien that secures obligations of less than $2,000,000) set forth on Schedule 5.15 7.01 and any renewals renewals, extensions, modifications, restatements or extensions replacements thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal respect to any existing commitments unutilized thereunder, Permitted Refinancing Increase and (iii) any renewal, extension, modification, restatement or replacement of the direct obligations secured or any contingent obligor with respect thereto benefited thereby is not changedpermitted by Section 7.03; (dc) Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Personproceedings; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and employee health and disability benefit legislations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (gf) deposits (i) Liens (including deposits) to secure the performance of bids, trade contracts and leases (other than Indebtedness), reclamation bonds, insurance bonds, statutory obligations, surety and appeal bonds, performance bonds bonds, bank guarantees and letters of credit and other obligations of a like nature incurred in the ordinary course of business, (ii) Liens on assets to secure obligations under surety bonds obtained as required in connection with the entering into of federal coal leases or (iii) Liens created under or by any turnover trust; (hg) easements, rights-of-way, restrictions zoning restrictions, other restrictions, covenants and other similar non-monetary encumbrances affecting any Real Property owned by the Company or any Guarantor which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements of the Bank of America Credit FacilityPerson; (ih) Liens securing attachments or judgments for the payment of money not constituting an Event of Default under Section 11(i8.01(h) or securing appeal or surety bonds related to such attachments or judgments; (i) Liens securing Indebtedness of the Borrower and its Restricted Subsidiaries permitted by Section 7.03(l);; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, any other property which may be incorporated with or into that financed property or any after-acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien, including replacement parts, accessories or enhancements that are affixed to any leased goods and other property financed by the same Person (i.e., cross-collateralization of such property) and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired (it being understood that Liens of the type described in this subsection (i) incurred by a Restricted Subsidiary before such time as it became a Restricted Subsidiary are permitted under this subsection (i)) (j) Liens on property or assets acquired in a transaction permitted by Section 7.02 or of a Person which becomes a Restricted Subsidiary after the date hereof; provided that (i) such Liens existed at the interests of any ground lessor under an Eligible Ground Lease time such property or assets were acquired or such entity became a Subsidiary and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and were not created in anticipation thereof, (ii) such Liens in connection with Permitted Intercompany Mortgagesdo not extend to any other property or assets of such Person (other than the proceeds of the property or assets initially subject to such Lien) or of the Borrower or any Restricted Subsidiary and (iii) the amount of Indebtedness secured thereby is not increased; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation property of the financial covenants hereunder on Borrower or any of its Subsidiaries, as a Pro Forma Basis after tenant under a lease or sublease entered into in the incurrence ordinary course of business by such Person, in favor of the landlord under such lease or assumption of sublease, securing the tenant’s performance under such Indebtednesslease or sublease, including as such Liens on such Real Property existing at are provided to the time such Real Property is acquired landlord under applicable law and not waived by the Company or applicable Guarantor or any Non-Guarantor Subsidiarylandlord; (l) Liens on (including those arising from precautionary UCC financing statement filings and those which are security interests for purposes of the Equity Interests Personal Property Securities Act of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted 2009 (Cth)) with respect to bailments, operating leases or consignment or retention of title arrangements entered into by the Equity Interests Borrower or any of Pebblebrook Hotel Lessee, any entity which is its Restricted Subsidiaries in the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofordinary course of business; (m) other Liens on securing Indebtedness permitted under Section 7.03(c), to the extent that the Indebtedness being refinanced was originally secured in accordance with this Section 7.01, provided that such Lien does not apply to any additional property or assets of the Borrower or any Restricted Subsidiary (other than Unencumbered Borrowing Base Propertiesproperty or assets within the scope of the original granting clause or the proceeds of the property or assets subject to such Lien); (n) Liens securing claims Indebtedness or other obligations of a non-Guarantor Restricted Subsidiary to the Note Parties Borrower or a Guarantor; (o) leases, subleases, licenses and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 rights-of-use granted to others incurred in the aggregate; andordinary course of business and that do not materially and adversely affect the use of the property encumbered thereby for its intended purpose; (np) any interest of title (i) Liens in favor of a lessor underbanking institution arising by operation of law or any contract encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and which are within the general parameters customary in the banking industry or (ii) contractual rights of setoff to the extent constituting Liens; (q) Liens on Capital Stock of any Unrestricted Subsidiary, solely to the extent such Capital Stock does not constitute Collateral; (r) Liens in favor of an escrow agent arising under an escrow arrangement incurred in connection with the issuance of notes with respect to the proceeds of such notes and anticipated interest expenses with respect to such notes; (s) Permitted Real Estate Encumbrances and Liens arising from on Excluded Assets; (t) other Liens securing Indebtedness or evidenced by protective UCC financing statements obligations of the Loan Parties in an aggregate amount at any time outstanding not to exceed $40,000,000; (or equivalent filingsu) subject to an ABL Intercreditor Agreement, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit Liens on Collateral securing any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.ABL Facility;

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):except: (a) Liens, if any, that secure Liens in favor of the ObligationsLender or any Affiliate of the Lender; (b) Liens that secure Indebtedness of existing on the Company Parties Closing Date and described on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor AgreementSchedule 7.1; (c) Liens existing on the Execution Date and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (iii) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or Liens for taxes which are being contested in good faith and by appropriate proceedings diligently conductedconducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conductedconducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien), if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or, with respect to any Plan, the Code; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person Person; (h) Liens securing Indebtedness permitted under Section 7.2(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and which(ii) the Indebtedness secured thereby does not exceed the cost or fair market value, with respect to Unencumbered Borrowing Base Propertieswhichever is lower, have been reviewed and approved in accordance with the requirements of the Bank property being acquired on the date of America Credit Facilityacquisition; (i) Liens securing judgments for arising from the payment filing of money not constituting an Event precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of Default under Section 11(i)business of such Person; (j) Liens (i) of a collecting bank arising under Section 4-210 of the interests Uniform Commercial Code on items in the course of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and collection or (ii) Liens in connection with Permitted Intercompany Mortgages; favor of a banking institution arising as a matter of law encumbering deposits (kincluding the right of setoff) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 that are customary in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.banking industry;

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedsupplemented, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderincreased, and (iii) any renewal or extension of the direct obligations secured or any contingent obligor with respect thereto benefited thereby is not changedpermitted by Section 7.03(b); (dc) Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements Person; (h) judgment Liens which would not constitute an Event of the Bank of America Credit FacilityDefault; (i) Liens securing judgments for the payment of money not constituting an Event of Default Indebtedness permitted under Section 11(i7.03(e); (j) ; provided that (i) the interests of such Liens do not at any ground lessor under an Eligible Ground Lease and the interests of time encumber any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (property other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption property financed by such Indebtedness and (ii) there exists no violation the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the financial covenants hereunder property being acquired on the date of acquisition; (j) licenses (with respect to intellectual property Collateral and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or resulting in a Pro Forma Basis after material diminution in the incurrence value of any Collateral as security for the Secured Obligations; (k) any (i) interest or assumption title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such Indebtednesslessor or sublessor may be subject to, including Liens on or (iii) subordination of the interest of the lessee or sublessee under such Real Property existing at lease to any Lien or restriction referred to in the time preceding clause (ii), so long as the holder of such Real Property is acquired by Lien or restriction agrees to recognize the Company rights of such lessee or applicable Guarantor or any Non-Guarantor Subsidiarysublessee under such lease; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted with respect arising from filing UCC financing statements relating solely to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereofleases not prohibited by this Agreement; (m) other any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; (n) Liens on assets arising out of conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement; (other than Unencumbered Borrowing Base Propertieso) securing claims Liens in favor of Caterpillar Financial Services Corporation related to generators and related equipment for PowerSecure Shared Savings Projects and sold to the Borrower or other obligations any of its Subsidiaries and any renewals and extensions thereof, provided that the aggregate principal amount of Indebtedness secured thereby does not exceed $7,500,000; (p) Liens with respect to vehicle leases of the Note Parties Borrower and their its Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 entered into in the aggregateordinary course of business; and (nq) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, with respect to operating leases permitted hereunder. Notwithstanding anything contained of copiers, fax machines and similar office equipment in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any ordinary course of their Subsidiaries to, secure pursuant to this Section 10.5 any Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersbusiness.

Liens. The Company and Subject to the Parent REIT provisions of Article XII relating to permitted contests, Tenant will not (and will not permit any Company Party to of its Subsidiaries to) directly or indirectly createcreate or allow to remain and will promptly discharge at its expense any lien, incurattachment, assume title retention agreement or permit to exist (claim upon the happening Leased Property or any Capital Improvement thereto or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Master Lease; (ii) [intentionally omitted]; (iii) restrictions and other Encumbrances which are consented to in writing by Landlord (such consent not to be unreasonably withheld); (iv) liens for Impositions which Tenant or its Subsidiaries are not required to pay hereunder; (v) subleases (including, but not limited to, any rights granted by Tenant or any of its Subsidiaries pursuant to a contingency dark fiber agreement, a dim fiber agreement or otherwisea collocation agreement) permitted by Article XXII; (vi) liens for Impositions not yet delinquent or being contested in accordance with Article XII; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due, provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien unless being contested in accordance with Article XII; or (2) any Lien such liens are in the process of being contested as permitted by Article XII; (viii) any liens created by Landlord; (ix) liens related to equipment leases or equipment financing for TCI Replacements which are used or useful in Tenant’s business on or with respect to any property or asset the TCI Replacements, provided that the payment of any Company Party, whether now owned sums due under such equipment leases or held or hereafter acquiredequipment financing shall either (1) be paid as and when due in accordance with the terms thereof, or any income or profits therefrom(2) be in the process of being contested as permitted by Article XII; (x) liens granted as security for the obligations of Tenant and its Affiliates under Permitted Leasehold Mortgages and, or assign or otherwise convey any right to receive income or profits, except (the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”): (a) Liens, if any, that secure the Obligations; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date this Section 11.1, any Debt Agreement with respect to TCI ILEC Extensions and listed in Schedule 5.15 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, TCI CLEC Extensions; and (iiixi) the direct or any contingent obligor with respect thereto is not changed; (d) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conductedEasements, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’Pole Agreements, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) easementsPermits, rights-of-way, restrictions (including zoning restrictions), covenants, encroachments, protrusions and other similar encumbrances affecting charges or encumbrances, and minor title deficiencies on or with respect to any Real Property owned by the Company or any Guarantor whichLeased Property, in each case whether now or hereafter in existence, not individually or in the aggregate, are not substantial in amount, and which do not in any case aggregate materially detract from the value of the property subject thereto or materially interfere interfering with the ordinary conduct of the business on the Leased Property, taken as a whole. For the avoidance of doubt, the parties acknowledge and agree that Tenant has not granted any liens in favor of Landlord as security for its obligations hereunder (except to the extent contemplated in the final paragraph of this Section 11.1) and nothing contained herein shall be deemed or construed to prohibit (a) the issuance of a lien on the Equity Interests in Tenant (it being agreed that any foreclosure by a lien holder on such interests in Tenant shall be subject to the restriction on Change in Control set forth in Article XXII), or (b) Tenant and its Subsidiaries from pledging any of Tenant’s Property (including any Communications Licenses), any TCI ILEC Extensions and any TCI CLEC Extensions, as collateral, but such pledge shall be subject to the obligations of Tenant to transfer the Tenant’s Property, such TCI ILEC Extensions and such TCI CLEC Extensions to a Successor Tenant pursuant to Article XXXVI free and clear of any Encumbrances to the extent the same constitute Communication Assets. Landlord and Tenant intend that this Master Lease be an indivisible true lease that affords the parties hereto the rights and remedies of landlord and tenant hereunder and does not represent a financing arrangement. This Master Lease is not an attempt by Landlord or Tenant to evade the operation of any aspect of the law applicable Person to any of the Leased Property. Except as otherwise required by applicable law or any accounting rules or regulations, Landlord and whichTenant hereby acknowledge and agree that this Master Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan and that Landlord shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes. Notwithstanding (a) the form and substance of this Master Lease and (b) the intent of the parties, and the language contained herein providing that this Master Lease shall at all times be construed, interpreted and applied to create an indivisible lease of all of the Leased Property, if any court of competent jurisdiction finds that this Master Lease is a financing arrangement, this Master Lease shall be considered a secured financing agreement and Landlord’s title to the Leased Property shall constitute a perfected first priority lien in Landlord’s favor on the Leased Property to secure the payment and performance of all the obligations of Tenant hereunder (and to that end, Tenant hereby grants, assigns and transfers to the Landlord a security interest in all right, title or interest in or to any and all of the Leased Property, as security for the prompt and complete payment and performance when due of Tenant’s obligations hereunder). Tenant authorizes Landlord, at the expense of Tenant, to make any filings or take other actions as Landlord reasonably determines are necessary or advisable in order to effect fully this Master Lease or to more fully perfect or renew the rights of the Landlord, and to subordinate to the Landlord the lien of any Permitted Leasehold Mortgagee, with respect to Unencumbered Borrowing Base Properties, have been reviewed the Leased Property (it being understood that nothing herein shall affect the rights of a Permitted Leasehold Mortgagee under Article XVII hereof). At any time and approved in accordance with from time to time upon the requirements request of the Bank of America Credit Facility; (i) Liens securing judgments for Landlord, and at the payment of money not constituting an Event of Default under Section 11(i); (j) (i) the interests of any ground lessor under an Eligible Ground Lease and the interests of any TRS under a lease of any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgages; (k) Liens on any assets (other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness of any Note Party or Non-Guarantor Subsidiary incurred or assumed after the Execution Date; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation expense of the financial covenants hereunder on a Pro Forma Basis after Tenant, Tenant shall promptly execute, acknowledge and deliver such further documents and do such other acts as the incurrence Landlord may reasonably request in order to effect fully this Master Lease or assumption to more fully perfect or renew the rights of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary; (l) Liens on the Equity Interests of any Non-Guarantor Subsidiary; provided, no such Liens shall be permitted Landlord with respect to the Equity Interests Leased Property. Upon the exercise by the Landlord of Pebblebrook Hotel Lesseeany power, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property right, privilege or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in this Section 10.5, the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure remedy pursuant to this Section 10.5 Master Lease which requires any Indebtedness outstanding under consent, approval, recording, qualification or pursuant authorization of any governmental authority, Tenant will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Landlord may be required to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with obtain from Tenant for such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in formconsent, includingapproval, without limitationrecording, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holdersqualification or authorization.

Liens. The Company and the Parent REIT will not and will not permit any Company Party to directly or indirectly createCreate, incur, assume or permit suffer to exist (upon the happening of a contingency or otherwise) any Lien on upon any of its property, assets or with respect to any property or asset of any Company Partyrevenues, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except (other than the items described in clauses (a) through (h) below to be referred to as “Permitted Liens”):following: (a) Liens, if any, that secure the ObligationsLiens pursuant to any Loan Document; (b) Liens that secure Indebtedness of the Company Parties on a pari passu basis with the Lien described in Section 10.5(a) subject to the terms of the Intercreditor Agreement; (c) Liens existing on the Execution Date date hereof and listed in on Schedule 5.15 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderincreased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (dc) Liens for taxes or unpaid utilities not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ed) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (fe) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (gf) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (hg) easements, rights-of-way, restrictions and other similar encumbrances affecting any Real Property owned by the Company or any Guarantor real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Unencumbered Borrowing Base Properties, have been reviewed and approved in accordance with the requirements Person; (i) Liens securing purchase money obligations of the Bank Borrower or of America Credit FacilitySubsidiaries of the Borrower, for fixed or capital assets acquired after the Closing Date, provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (C) such Liens attach to such property concurrently with or within 90 days after the acquisition thereof, and (ii) Liens securing any refinancing of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i)8.01(h) or securing appeal or other surety bonds related to such judgments; (j) (i) Liens arising in the interests ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any ground lessor under an Eligible Ground Lease such Lien referred to in this clause are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, and provided, further, that any such Lien referred to in this clause does not materially impair the interests use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any TRS under a lease Subsidiary or materially impair the value of such property subject thereto, and provided, further, that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement and any Unencumbered Borrowing Base Property and (ii) Liens in connection with Permitted Intercompany Mortgagesproceeds thereof; (k) Liens on any assets (incurred in the ordinary course of business that constitute banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other than any Unencumbered Borrowing Base Property and related assets) securing Indebtedness funds maintained with a depositary institution, whether arising by operation of any Note Party law or Non-Guarantor Subsidiary incurred or assumed after the Execution Datepursuant to contract; provided, such Lien to secure such Indebtedness can only be incurred if: (i) no Default shall exist immediately before or immediately after the incurrence or assumption such Indebtedness and (ii) there exists no violation of the financial covenants hereunder on a Pro Forma Basis after the incurrence or assumption of such Indebtedness, including Liens on such Real Property existing at the time such Real Property is acquired by the Company or applicable Guarantor or any Non-Guarantor Subsidiary;and (l) Liens on not otherwise permitted by this Section 7.01 if at the Equity Interests time of, and immediately after giving effect to, the creation or assumption of any Non-Guarantor Subsidiarysuch Lien, the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by any Liens not otherwise permitted hereby does not exceed 10% of Consolidated Net Worth of the Borrower and its Subsidiaries (determined as of the end of the most recently completed fiscal quarter for which financial statements have been provided pursuant to Section 6.01); provided, further, notwithstanding the foregoing, that no such Liens shall be Lien permitted with respect to the Equity Interests of Pebblebrook Hotel Lessee, any entity which is the lessee with respect to an Unencumbered Borrowing Base Property or the direct or indirect parent thereof; (m) other Liens on assets (other than Unencumbered Borrowing Base Properties) securing claims or other obligations of the Note Parties and their Subsidiaries (other than Indebtedness) in amounts not exceeding $5,000,000 in the aggregate; and (n) any interest of title of a lessor under, and Liens arising from or evidenced by protective UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, operating leases permitted hereunder. Notwithstanding anything contained in under this Section 10.5, 7.01(l) shall secure Indebtedness owing under the Company and the Parent REIT shall not, and shall not permit any of their Subsidiaries to, secure pursuant to this Section 10.5 any Senior Note Indebtedness outstanding under or pursuant to any Primary Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured Indebtedness under the Loan Documents are equally and ratably with secured by all property subject to such Indebtedness Lien, in each case pursuant to documentation reasonably acceptable satisfactory to the Required Holders in substance and in form, including, without limitation, an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required HoldersLenders.