Common use of Liens Clause in Contracts

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreements.

Liens. Create, incur, assume assume, or suffer to exist exist, or permit any Lien Restricted Subsidiary to create, incur, assume, or suffer to exist, any Lien, upon or with respect to any of its propertyproperties, assets or revenues, whether now owned or hereafter acquired, other than except the following: (a1) Liens pursuant to any Loan Documentfor taxes or assessments or other government charges or levies (x) if not yet past due or which remain payable without penalty or (y) which are being contested in good faith by appropriate proceedings and for which appropriate reserves are maintained; (b2) Liens existing on the Closing Date imposed by law, such as mechanics’, materialmen’s, landlords’, warehousemen’s, customs authorities’ and listed on Schedule 8.01 to the Disclosure Letter 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, (iii) the direct or any contingent obligor with respect thereto is not changedcarriers’ Liens, and (iv) any renewal or extension other similar Liens, securing obligations incurred in the ordinary course of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies business which are not yet due delinquent or which are being contested in good faith and 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; (d3) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationinsurance, Social Security, or similar legislation (other than any Lien Liens imposed by ERISA); (f4) deposits Liens, deposits, or pledges to secure the performance of bids, trade tenders, contracts and leases (other than Indebtednesscontracts for the payment of money), public or statutory obligations, surety bonds (surety, stay, appeal, indemnity, performance, or other than bonds related to judgments similar bonds, or litigation), performance bonds and other similar obligations of a like nature incurred arising in the ordinary course of business; (g5) judgment, attachment and other similar Liens arising in connection with any court proceeding, provided (a) 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 or (b) such Liens do not otherwise secure amounts exceeding $25,000,000 in the aggregate; (6) Subject to Section 5.14, easements, rights-of-way, restrictions (including zoning, building and land use restrictions), restrictive covenants, conditions and condominium regimes (including, without limitation, any Lien rights granted pursuant to any recorded declaration of covenants, conditions, restrictions or condominium regime to any property owners’ association or similar Person that has authority to impose and collect dues or assessments), minor irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which do not materially interfere with the occupation, use, and enjoyment by the Borrower or any Restricted Subsidiary of the property or assets encumbered thereby in any case the ordinary course of business or materially detract from impair the value of the property subject thereto thereto; (7) Liens securing payment obligations as described in Section 6.02(10), provided that such Liens extend only to the land or lots to which such payment obligations relate and the proceeds thereof; (8) rights of repurchase and/or rights of first refusal in favor of sellers of any Real Property; (9) leases or subleases granted to others not materially interfere interfering with the ordinary conduct course of the business of the applicable Person Borrower and whichits Restricted Subsidiaries or the use of the Real Property to which they relate; (10) Liens securing Debt permitted under clause (3), (4), (5) or (9) of Section 6.02; (11) Liens securing letter of credit obligations and loans to the extent such Liens are limited to property not constituting Collateral; (12) Liens created pursuant to the Security Documents; (13) Liens securing Debt (including the Second Lien Notes and any Exchange Notes in respect thereof, and any guarantees in respect thereof, and together with any Refinancing Debt in respect of the Debt described in this clause (13)) in an amount not to exceed the greater of (i) $700,000,000 and (ii) 40% of Consolidated Tangible Assets, in each case less the amount of the Aggregate Commitments, which Liens incurred under this clause (13) shall, to the extent encumbering Collateral, be on a junior lien priority basis compared to the Liens securing the Facility on the same basis as the Liens securing Second Priority Obligations (as defined in the Intercreditor Agreement) are treated under the Intercreditor Agreement with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent Liens securing First Priority Obligations (such approval to be as defined in the sole discretion of Intercreditor Agreement), pursuant to the Administrative Intercreditor Agreement or another intercreditor agreement in form and substance substantially similar to the Intercreditor Agreement or otherwise reasonably satisfactory to the Agent), provided that the Liens securing the Second Lien Notes, any Exchange Notes (as defined in the Base Indenture 2012) in respect thereof, any guarantee in respect thereof and any Refinancing Debt in respect thereof may encumber only assets that also secure the Obligations; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k14) any interest of in or title of a lessor under, or sublessor to property subject to (i) any Capital Lease otherwise permitted by this Agreement and Liens arising from (ii) any other lease or sublease or any UCC financing statements statement filed in respect thereof; (15) other Liens existing on the date of this Agreement and set forth on Schedule 6.01; (16) any option, contract or equivalent filingsother agreement to sell any property or asset, registrations to the extent limited to such property or agreements in foreign jurisdictions) relating toasset, leases permitted provided such sale is not otherwise prohibited by this Agreement; (l17) Liens deemed on property or assets of any Restricted Subsidiary securing obligations owing to exist the Borrower or one or more other Restricted Subsidiaries which, with respect to any such Liens on property or assets constituting Collateral, are subordinated to the Liens created pursuant to the Security Documents in connection with Investments in repurchase agreements permitted under Section 8.02a manner reasonably satisfactory to the Agent; (m18) normal any right of a lender or lenders to which the Borrower or a Restricted Subsidiary may be indebted to offset against, or appropriate and customary rights apply to the payment of, such Debt any and all balances, credits, deposits, accounts or monies of setoff upon deposits of cash in favor of banks the Borrower or other depository institutionsa Restricted Subsidiary with or held by such lender or lenders; (n19) Liens encumbering customary initial deposits and margin deposits, and other Liens that are customary in the Borrower’s industry and incurred in the ordinary course of a collection bank business securing any obligations or liabilities arising under Section 4-210 interest and currency exchange rate swap agreements, forward contracts, options, futures contracts, futures options or similar hedging agreements or arrangements designed to protect the Borrower or any of its Restricted Subsidiaries from fluctuations in interest rates, currency exchange rates, or the Uniform Commercial Code on items in the course price of collectioncommodities; (o20) Liens arising out of sellers conditional sale, title retention, consignment or similar arrangements for the sale of goods to entered into by the Parent and Borrower or any of its Restricted Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (p21) Liens pursuant on property acquired by the Borrower or a Restricted Subsidiary and Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary; provided that in each case such Liens (A) were in existence prior to the contemplation of such acquisition, merger or consolidation, (B) do not extend to any Permitted PILOT Transactionasset other than those of the Person merged with or into or consolidated with the Borrower or the Restricted Subsidiary or the property acquired by the Borrower or the Restricted Subsidiary and (C) secure only those obligations which they secured on the date of such merger or consolidation or designation as a Restricted Subsidiary and any Refinancing Debt in respect of such obligations; (22) Liens replacing any of the Liens described in clauses (10), (15) and (21) above; provided that (A) the principal amount of the Debt secured by such Liens shall not be increased (except to the extent of reasonable premiums or other payments required to be paid in connection with the repayment of the previously secured Indebtedness or Incurrence of related Refinancing Debt and expenses incurred in connection therewith) and (B) the new Liens shall be limited to the property or part thereof which secured the Lien so replaced or property substituted therefor as a result of the destruction, condemnation or damage of such property; and (q23) other Liens on (i) the assets of the Tenants securing obligations or liabilities not prohibited by this Agreement in an aggregate amount not to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsexceed $20,000,000.

Liens. Create, incur, assume or suffer to exist any Lien upon the Collateral and any of its other property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals or extensions thereof, ; provided that (i) the property property, assets or revenues covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.02(b), (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(b7.02(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of such as carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title 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 in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdictionPerson; provided that, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability or other appropriate provision shall have been made therefor; [***] Confidential treatment has been requested for Revolving Loans), shall not be considered “Liens” the bracketed portions. The confidential redacted portion has been omitted and filed separately with respect to the Borrowing Base Properties for purposes of this Section 8.01(d);Securities and Exchange Commission. (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness)) that is not Indebtedness permitted under Section 7.02, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) 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 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (i) Liens securing Indebtedness permitted under Section 8.037.02(c); provided that (i) such Liens do not at any time encumber any property, assets or revenues other than the property, assets or revenues financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value at the time of the acquisition, whichever is lower, of the property being acquired on the date of acquisition; (j) Leases or subleases Liens (i) securing Indebtedness permitted under Section 8.177.02(g) on the property, assets and revenues of Excluded Subsidiaries and (ii) securing obligations of the Excluded Subsidiaries pursuant to the Tax Equity Documents, in each case so long as such Liens do not attach to the net proceeds of any Available Take-Out; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (securing Indebtedness permitted under Section 7.02(h) so long as such Liens attach only to the vehicles or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementcomputer systems financed thereby; (l) Liens deemed to exist in connection with Investments in repurchase agreements securing Indebtedness permitted under Section 8.027.02(j) so long as such Liens attach only to the assets financed thereby; (m) normal and customary bankers’ Liens, rights of setoff upon deposits and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrowers or any of cash their 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 (either directly or other depository institutionsindirectly) the repayment of any Indebtedness; (n) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (o) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased; (p) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection; (oq) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code Any zoning, building or similar provisions of applicable law laws or rights reserved to or vested in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expensesany Governmental Authority; (pr) Liens pursuant to on property, assets and revenues of Excluded Subsidiaries securing Indebtedness incurred under Section 7.02(m); (s) Liens on SRECs or Liens in connection with any Permitted PILOT Transactioncontract or agreement for the sale of SRECs; and (qt) other Liens on (i) the assets of the Tenants securing Indebtedness outstanding in an aggregate principal amount not to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC exceed $10,000,000; provided that no such Lien shall extend to secure the guaranties of their obligations of the Tenants under the Lease Agreementsor cover any Collateral.

Liens. CreateEach Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Hydrocarbon Interests, assets accounts receivable and Equity Interests in Subsidiaries or revenuesother Persons), whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Documentsecuring payment of the Obligations; (b) purchase money Liens existing on securing Indebtedness of the Closing Date and listed on Schedule 8.01 type permitted under Section 8.1(b) incurred to finance the Disclosure Letter and any renewals acquisition of specific fixed assets or extensions thereof, equipment; provided that (i) such Lien is created within sixty (60) days of the property covered thereby is not changedincurrence of such Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed the lesser of the cost or benefited the fair market value of such fixed assets or equipment, (iii) 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 (iv) the amount of Indebtedness secured thereby is not increased, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due at the time delinquent (provided that no foreclosure, sale or which other enforcement proceedings in respect thereof have been initiated) or that are being diligently contested in good faith and 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; (d) statutory Liens of landlords and Liens of carrierscarrier’s, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s, landlords’ or other 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 suppliers for which adequate reserves in accordance with GAAP shall have been set aside; (e) Liens in favor of operators and other Liens imposed by law or pursuant to customary reservations or retentions of title non-operators under joint operating agreements arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) secure amounts owing by such Borrower or any of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, its Subsidiaries that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts are not yet due or that are being diligently contested in good faith by appropriate proceedings and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP shall have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)set aside; (ef) 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; (fh) 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 bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness of such Borrower or any of its Subsidiaries; (gj) 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 real property 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, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion Borrower or any of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 8.02its Subsidiaries; (m) normal and customary rights of setoff upon deposits of cash Liens, if any, granted in favor of banks the LC Issuer to cash collateralize or other depository institutions;otherwise secure the obligations of an LC Participant that is a Delinquent Lender to fund risk participations hereunder; and (n) Liens of a collection bank arising under Section 4-210 specified in Item 8.2 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsDisclosure Schedule.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 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 increasedincreased except as contemplated by Section 7.03(b), (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(b7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount which are not to exceed overdue for a period of more than 60 days or if more than sixty (in the aggregate), with respect to the Borrowing Base Properties, (i60) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payabledays overdue, are unattached unfiled and no other action has been taken take to enforce the samesuch Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, plus (ii) $15,000,000 in the aggregate if adequate reserves with respect to any Liens which have attached or thereto are subject to some enforcement action and, in each case, for which adequate reserves determined maintained on the books of the applicable Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (e) (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); (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances affecting real property incurred in the 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 8.037.03(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) Leases Subject to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or subleases of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted under by Section 8.177.03(i); (k) any interest Liens reserved in leases of title business premises entered into in the ordinary course of a lessor under, business for rent and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementfor compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (mi) 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 4.210 of the Uniform Commercial Code UCC 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 (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and other obligations in respect of netting services, 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 arrangements; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),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; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, 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 sellers of goods Indebtedness to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 extent such goods and related expensesGuarantees are permitted by Section 7.03; (p) Liens pursuant 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 Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsObligation.

Liens. Create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, assets or revenues, whether including any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept: (a) Liens pursuant to on property or assets of the Borrower or any Loan Documentof its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) Liens any Lien existing on the Closing Date and listed on Schedule 8.01 any property or asset prior to the Disclosure Letter and acquisition thereof by the Borrower or any renewals or extensions thereofSubsidiary, provided that (i) the property covered thereby such Lien is not changed, created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the amount secured or benefited thereby is not increased, (iii) the direct Borrower 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)Subsidiary; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet past due or which 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 Person in accordance with GAAPSection 6.03; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount securing obligations that are not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, or which are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 being contested in the aggregate compliance with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)6.03; (e) 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 or regulations; (f) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than Indebtednesscapital leases), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, which amount and 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion Borrower or any of the Administrative Agent)its Subsidiaries; (h) Liens securing judgments upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of money any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not constituting an Event apply to any other property of Default under Section 9.01(h) the Borrower or securing appeal or other surety bonds related to such judgmentsany Subsidiary; (i) Liens securing Indebtedness permitted under Section 8.03on the property or assets of any Subsidiary in favor of the Borrower; (j) Leases extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or subleases permitted under Section 8.17replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any interest Lien of title the type described in clause (c) of a lessor under, and Liens arising from UCC financing statements (the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or equivalent filings, registrations disposition of such securities pending the closing of such sale or agreements in foreign jurisdictions) relating to, leases disposition; provided that such sale or disposition is otherwise permitted by this Agreementhereunder; (l) Liens deemed to exist arising in connection with Investments any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in repurchase agreements permitted under Section 8.02;favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) normal and customary rights Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of setoff upon deposits all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of cash in favor Indebtedness permitted by Section 7.04(h), does not exceed the greater 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the assets of RHP Operations and Attractions Holdingsmost recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), LLC and RHP Operations HoldCo, LLC to secure as the guaranties of their obligations of the Tenants under the Lease Agreementscase may be.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign, file or authorize the filing under the Uniform Commercial Code of any jurisdiction a financing statement that names such Loan Party as debtor, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 7.01(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 increasedincreased except as contemplated by Section 7.02(d), (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 under Section 8.03(b7.02(d); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount which are not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) overdue for a period of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable more than 30 days or, if due more than 30 days, which are being contested in good faith and payableby appropriate proceedings diligently conducted, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate if adequate reserves with respect to any Liens which have attached or thereto are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which maintained on the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances or title defects affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) (or securing appeal or other surety bonds related to such judgments); (i) Liens securing Indebtedness permitted under Section 8.037.02(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 cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) Leases or subleases Liens not otherwise permitted under by this Section 8.17so long as (i) the aggregate outstanding principal amount of the obligations secured thereby does not exceed $2,000,000 at any time and (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets encumbered thereby does not exceed (as to the Loan Parties) $3,000,000 at any one time; (k) any interest of title Liens on property of a lessor underPerson existing at the time such Person is merged into or consolidated with the Borrower or any Domestic Subsidiary of the Borrower or becomes a Domestic Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment, do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Domestic Subsidiary or acquired by the Borrower or such Domestic Subsidiary and Liens arising from UCC financing statements are not for Consolidated Funded Indebtedness (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases other than purchase money indebtedness permitted by this Agreementunder Section 7.02(f)); (l) Liens deemed arising in the ordinary course of business in favor of one or more financial institutions in which any Loan Party maintains one or more deposit accounts in the ordinary course of business securing usual and customary fees and expenses (but not attorneys fees and expenses) directly relating to exist in connection with Investments in repurchase agreements permitted under Section 8.02such deposit accounts, provided that such Liens secure amounts outstanding for not more than thirty days from the date of incurrence; (m) normal and customary rights precautionary Liens arising from filing UCC financing statements in respect of setoff upon deposits operating leases, provided that such Liens do not extend to any assets other than those subject of cash in favor of banks or other depository institutionssuch operating lease; (n) Liens of a collection bank arising under attaching to brokerage or securities accounts with respect to Investments permitted by Section 4-210 of the Uniform Commercial Code on items 7.03 to secure usual and customary fees incurred in the ordinary course in connection with the maintenance of collection;such brokerage or securities accounts; and (o) Liens of sellers of goods to the Parent and any extent constituting a Lien, non-exclusive licenses of its Subsidiaries arising under Article 2 IP Rights of the Uniform Commercial Code or similar provisions of applicable law a Loan Party in the ordinary course of businessbusiness and substantially consistent with past practices for terms not exceeding five (5) years; provided, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant however, that this Section 7.01 shall not apply to any Permitted PILOT Transaction; and (q) Liens on (i) the assets treasury stock of the Tenants Borrower to secure their obligations under the Lease Agreements and extent constituting margin stock (ii) within the assets meaning of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations Regulation U of the Tenants under the Lease AgreementsFRB).

Liens. CreateNone of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Closing Effective Date and listed set forth on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals or extensions thereof, ; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increasedincreased (except as contemplated by Section 7.02(b)), (iii) the direct or any contingent obligor primary obligors and guarantors with respect thereto is are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.02(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) books of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 8.037.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness 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 any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) Leases other Liens securing other Indebtedness or subleases other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 8.177.01 shall not be included in the computation described in this clause (j)); (k) any interest bankers’ Liens in the nature of title of a lessor under, and Liens arising from UCC 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 set-off 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (ql) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the assets of the Tenants to secure their obligations under the Lease Agreements and property covered thereby is not changed, (ii) the assets amount of RHP Operations Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and Attractions Holdingsfees and expenses reasonably incurred, LLC in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and RHP Operations HoldCo, LLC (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to secure the guaranties of their obligations of the Tenants under the Lease Agreementsterms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. Create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Equity Interests or other securities of its property, assets or revenues, whether any Restricted Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept: (a) Liens pursuant to on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and set forth on Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and any Loan DocumentPermitted Refinancing thereof; (b) Liens any Lien created under the Loan Documents; (c) any Lien existing on the Closing Date and listed on Schedule 8.01 any property or asset prior to the Disclosure Letter and acquisition thereof by the Borrower or any renewals Restricted Subsidiary or extensions thereofexisting on any property or assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) the property covered thereby such Lien is not changedcreated in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of the amount secured Borrower or benefited thereby is not increased, any Restricted Subsidiary and (iii) the direct such Lien secures only those obligations (or any contingent obligor with respect thereto is not changedPermitted Refinancing thereof) which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, and (iv) any renewal or extension of as the obligations secured or benefited thereby is permitted by Section 8.03(b)case may be; (cd) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies Taxes not yet due or which 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 Person in accordance with GAAPSection 5.03; (de) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, securing obligations that (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts are not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus or (ii) $15,000,000 which are being contested in good faith by appropriate proceedings so long as, in the aggregate case of this clause (ii), (x) the Borrower shall have set aside on its books adequate reserves with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined thereto in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or and (y) has otherwise provided security reasonably satisfactory such contest operates to the Administrative Agent (which may be in the form suspend enforcement of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)such Lien; (ef) 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 or regulations; (fg) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, which amount and 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion Borrower or any of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsits Restricted Subsidiaries; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 depositary institutions; (n) , and Liens of a collection collecting bank arising under Section 4-210 of the Uniform Commercial Code on payment items in the course of collection; (oj) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of sellers a Capital Lease Obligation of) the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted by Section 6.01(d) or 6.01(e), (ii) such Liens are created, and the Indebtedness secured thereby is incurred, prior to or within 270 days after such acquisition (or construction or improvement), (iii) the Indebtedness secured thereby does not exceed the lesser of goods the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such Liens do not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (k) judgment Liens securing judgments not constituting an Event of Default under Section 7.01(i); (l) Liens on the Collateral (but not any other assets) securing Junior Secured Debt permitted under Section 6.01(n); provided that such Liens are at all times subject to a Junior Lien Intercreditor Agreement; (m) Liens arising with respect to pledges and deposits made in the ordinary course of business securing deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations to providers of insurance; and pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (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 Parent and Borrower or any of its Subsidiaries Restricted Subsidiary; (n) Liens arising under Article 2 with respect to operating leases of the Uniform Commercial Code property of the Borrower or similar provisions of applicable law any Restricted Subsidiary, in each case entered into in the ordinary course of business; (o) Liens arising out of conditional sale, covering only title retention, consignment or similar arrangements for the sale of goods sold and securing only entered into by the unpaid purchase price for such goods and related expensesBorrower or any Restricted Subsidiary in the ordinary course of business; (p) Liens pursuant upon specific items of Inventory (as defined in the UCC) or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to any Permitted PILOT Transaction; andfacilitate the purchase, shipment or storage of such Inventory or other goods; (q) Liens on 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; (r) Liens (i) the assets on cash advances or deposits in favor of the Tenants seller of any property to secure their obligations under be acquired in an acquisition to be applied against the Lease Agreements purchase price for such acquisition and (ii) consisting of an agreement to transfer any property in a disposition, in each case, solely to the extent such acquisition or disposition, as the case may be, is permitted hereunder; (s) Liens with respect to any interest or title of a lessor under leases entered into by the Borrower or the Restricted Subsidiaries in the ordinary course of business; (t) Liens on assets of RHP Operations and Attractions Holdingsany Foreign Subsidiary; provided that such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(g), LLC and RHP Operations HoldCo, LLC (h) or (j) ; and (u) other Liens securing obligations in an aggregate amount not to secure the guaranties of their obligations of the Tenants under the Lease Agreementsexceed $10,000,000 at any time outstanding.

Liens. Create, incur, assume incur or suffer to exist any Lien upon on any of its the assets, rights, revenues or property, assets real, personal or revenuesmixed, tangible or intangible, whether now owned or hereafter acquired, of Borrower or any Subsidiary, other than the following:following (collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is Liens for taxes not changed, (ii) the amount secured delinquent or benefited thereby is not increased, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are taxes being contested in good faith and by appropriate proceedings diligently conducted, if and as to which adequate financial reserves with respect thereto are maintained have been established on the its books of the applicable Person in accordance with GAAPand records; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, trade contracts created and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred maintained in the ordinary course of businessbusiness which are not material in the aggregate, and which would not constitute or result in a Material Adverse Event, and which constitute (A) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which Borrower is a party for a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (giii) easementsLiens affecting real property owned by Borrower or any Subsidiary which constitute minor survey exceptions or defects or irregularities in title, rights-minor encumbrances, easements or reservations of-, or rights of others for, rights of way, restrictions sewers, electric lines, telegraph and telephone lines and other similar encumbrances affecting purposes, or zoning or other restrictions as to the use of such real property whichproperty; provided, however, that all of the foregoing, in the aggregate, are not substantial in amount, which do not in at any case time materially detract from the value of the property subject thereto said properties or materially interfere with impair their use in the ordinary conduct operation of the business businesses of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Borrower or any Subsidiary; (hiv) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(heach Lien described in Schedule 7.02(e) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed may be suffered to exist in connection with Investments in repurchase agreements upon the same terms as those existing on the date hereof, but no extension or renewal thereof shall be 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 except for 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law refinancing in the ordinary course of business, covering only business for an amount not in excess of the goods sold and securing only the unpaid purchase price for original amount subject to such goods and related expensesLien; (pv) Liens arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and with respect to which it shall have obtained a stay of execution pending such appeal or proceeding for review; provided, however, that the aggregate amount of judgments or awards, that are not insured by a financially sound and reputable insurer that has admitted liability without a reservation of rights, secured by such Liens shall not exceed $500,000 at any time outstanding; (vi) Liens on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or any Subsidiary pursuant to Section 7.02(f); provided, however, that no such Lien shall (A) extend to or cover any Permitted PILOT Transactionother property of any Borrower or such Subsidiary, (B) have been created in contemplation or as a result of such merger or acquisition, and (C) secure Indebtedness assumed by Borrower or any Subsidiary in excess of $1,500,000; (vii) purchase money Liens upon or in property of the Borrower or a Subsidiary acquired after the Closing Date; provided, however, that no such Lien shall extend to or cover any other property of the Borrower or a Subsidiary; (viii) Liens granted solely in connection with the execution and delivery of a Hedge Agreement between the Borrower and a Lender or an Affiliate of a Lender; and (qix) Liens on (i) the assets of the Tenants to secure their obligations created under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsthis Agreement.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals or extensions thereof, provided that (i) the property Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; provided, that the holder of any such Lien has not commenced any enforcement actions against the Collateral on the basis of such Lien and such actions have not been stayed; (d) 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 and in an aggregate amount not to exceed (in the aggregate)business, with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, provided that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached unfiled and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached same or are subject to some enforcement action and, being contested in each case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not in at any case materially detract from time encumber any Property other than the value Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property subject thereto Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or materially interfere with within thirty (30) days after the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)acquisition thereof; (h) leases, licenses or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (i) any interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) solely evidencing such lessor’s interest under, leases permitted by this Agreement; (j) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (k) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions holding such deposits; (l) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (m) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying (i) Governmental Reimbursement Program Costs and (ii) other actions or claims pertaining to the same or related matters or other Medical Reimbursement Programs, provided that the Borrower, in each case, shall have established adequate reserves for such claims or actions; and (n) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreements).

Liens. CreateBorrower shall not, and shall not permit any Material Subsidiary to, create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of its property, properties or assets or revenuesany of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, other than except the following: following (collectively, “Permitted Liens”): (a) Liens pursuant to any Loan Document; arising in favor of Agent, for the benefit of the Lenders; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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 imposed by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) law for taxes, assessments or governmental charges or levies of any Governmental Authority for claims not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable by such Person in accordance with GAAP; GAAP to the satisfaction of Required Lenders; (dc) statutory Liens of landlords and Liens of landlords, carriers, warehousemen, mechanicsmechanics and/or materialmen, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions that arise by operation of title arising law in the ordinary course of business and from the date of creation thereof, in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined or other appropriate provisions are being maintained by such Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(iessatisfaction of Required Lenders; (d) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; (f) 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 bonds (other than bonds related to judgments or litigation), performance bonds obligations and other similar obligations which are not delinquent for more than ninety (90) days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of a like nature incurred Required Lenders in their reasonable discretion; (e) Liens securing the ordinary course purchase or lease of business; equipment provided that such Liens are granted only on such equipment so purchased or leased and secure an amount of Indebtedness not to exceed the purchase price thereof; (f) Liens securing the Pre-Petition Obligations and any adequate protection Liens granted pursuant to the Interim Financing Order, and (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens set forth on Schedule 7.2 attached hereto securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 set forth on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsSchedule 5.14 attached hereto.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Restatement Date and listed on Schedule 8.01 7.01 to the Disclosure Letter 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 or benefited thereby is not increased, (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)under this Agreement; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) judgment Liens securing judgments for the payment of money not constituting giving rise to an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsDefault; (i) Liens securing any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of 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 created in contemplation of or in connection with such acquisition, (iii) the Indebtedness thereby secured is permitted under by Section 8.037.04(e) or 7.04(h); (j) Leases or subleases Liens securing Capitalized Lease obligations; provided that the Indebtedness in respect of such Capitalized Lease is permitted under Section 8.177.04(e); (k) Purchase money Liens upon or in any interest property acquired by Borrower or any of title its Subsidiaries to secure the deferred portion of a lessor underthe purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property; provided that (i) no such Lien shall be extended to cover property other than the property being acquired, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsii) relating to, leases the Indebtedness thereby secured is permitted by this AgreementSection 7.04(e); (l) Liens deemed reserved in or exercisable under any lease or sublease to exist which the Borrower or a Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in connection material compliance with Investments in repurchase agreements permitted under Section 8.02the terms and conditions thereof; (m) normal 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 customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;covering only the assets so leased; and (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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law incurred in the ordinary course of business, covering only business in connection with margin requirements under Lender Hedging Agreements not to exceed in the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to aggregate $5,000,000 at any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementstime outstanding.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Senior Credit Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule SCHEDULE 8.01 to the Disclosure Letter and any renewals or extensions thereof, provided PROVIDED that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(bSECTION 8.03(c); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental assessments, charges or other government levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, and for which 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 or other like Liens arising in the ordinary course of business 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 with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, tenders, trade contracts contracts, liability to insurance carriers and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds bonds, contractual or warranty obligations and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreements.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names any Loan Party as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed described on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals Lien granted as a replacement or extensions thereof, 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 or other obligations, if any, greater than that secured on the property covered thereby is not changed, Closing Date and (ii) does not encumber any property other than the amount secured or benefited thereby is not increased, (iii) property subject thereto on 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)Closing Date; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title 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 in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions restrictions, covenants and other similar encumbrances and minor title defects affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related relating to such judgments; (i) Liens securing Indebtedness permitted under Section 8.037.02(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) Leases or subleases permitted under Section 8.17Liens related to Permitted Sale and Leaseback Transactions; provided, that such Liens do not encumber any other property of any Loan Party, and such Liens secure only the Attributable Indebtedness incurred in connection with such Permitted Sale and Leaseback Transaction; (k) Liens securing Indebtedness permitted to be incurred hereunder in a maximum aggregate principal amount not to exceed $2,500,000 at any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementtime outstanding; (l) Liens deemed to exist Leases of the real property of any Loan Party, in connection each case entered into in the ordinary course of such Loan Party’s business so long as such Leases do not (i) individually or in the aggregate, interfere in any material respect with Investments in repurchase agreements permitted under Section 8.02the ordinary conduct of the business of any Loan Party or (ii) secure any Indebtedness; (m) normal and customary rights Liens arising out of setoff upon deposits conditional sale, title retention, consignment or similar arrangements for the sale of cash goods entered into by any Loan Party in favor the ordinary course of banks or other depository institutionsbusiness in accordance with the past practices of such Loan Party; (ni) Liens constituting rights of (i) a collection collecting bank arising under Section 4-210 208 of the Uniform Commercial Code UCC on items in the course of collection, and (ii) 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 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 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 property of sellers of goods a Person existing at the time such Person is acquired or merged with or into or consolidated with any Loan Party to the Parent 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 consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing Liens, (iii) are not created in anticipation or contemplation 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); (p) Liens, if any of and other matters disclosed in any Mortgage Policy issued and accepted by the Administrative Agent in its Subsidiaries reasonable discretion; (q) Liens arising under Article 2 non-exclusive licenses of the Uniform Commercial Code or similar provisions of applicable law Intellectual Property granted by any Loan Party in the ordinary course of businessbusiness 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, covering only provided that such Liens do not extend to any assets other than those the goods sold subject of such operating lease or consignment; (s) Liens granted by Holdings or 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 securing only (ii) pledged by such Loan Party as Collateral pursuant to the unpaid 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 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 goods Permitted Acquisition or Investment, and related expenses; (pii) Liens consisting of an agreement to dispose of any property pursuant to any Permitted PILOT TransactionDisposition permitted by this Agreement; and (qu) Liens on (i) not otherwise permitted under this Section 7.01 securing obligations that do not in the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsaggregate exceed $5,000,000 at any time outstanding.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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 securing Indebtedness permitted by under Section 8.03(b)7.03; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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 thereto, to the extent required by GAAP, are maintained on the books of the applicable Person in accordance with GAAPPerson; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect thereto, to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed extent required by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payableGAAP, are unattached and no other action has been taken to enforce maintained on the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (e) pledges or deposits or other Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, or to secure statutory obligations, other than any Lien imposed by ERISAEXXXX; (f) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business; (g) the interests of lessees and lessors under leases or subleases of, and the interest of managers or operators with respect to, real or personal property made in the ordinary course of business; (h) Liens on property where such Credit Party or Subsidiary is insured against such Liens by title insurance; (i) Liens on property acquired by a Credit Party or any Subsidiary after the date hereof and that are in place at the time such properties are so acquired and not created in contemplation of such acquisition; (j) Liens securing assessments or charges payable to a property owner association or similar entity, which assessments are not yet due and payable or that are being contested in good faith by appropriate proceedings diligently conducted, and for which adequate reserves with respect thereto, to the extent required by GAAP, are maintained on the books of the applicable Person; (k) Liens securing assessment bonds, so long as such Credit Party or Subsidiary is not in default under the terms thereof; (l) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gm) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, which and 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 and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (hn) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related to such judgments; (io) Liens securing Indebtedness permitted under Section 8.03solely on any cxxx xxxxxxx money deposits made by a Credit Party or any Subsidiary in connection with any letter of intent or purchase agreement; (jp) Leases or subleases permitted under assignments to a reverse Section 8.171031 exchange trust; (kq) any interest licenses of title of a lessor under, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law intellectual property granted in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (pr) Liens pursuant to on assets of a Credit Party or any Permitted PILOT TransactionSubsidiary securing obligations under Swap Contracts; (s) precautionary UCC filings in respect of operating leases; and (qt) Liens on (i) any movable hypothec in favor of lessors, provided that such movable hypothec charges only the assets corporeal movable property of any of the Tenants Credit Parties or of any Subsidiary thereof situated in premises located in the Province of Québec and leased to secure their any one of them and secures only the obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsrelevant lease.

Liens. Create, incur, assume assume, or suffer to exist any Lien lien upon or with respect to the Collateral, any of its propertyBorrower’s properties, assets or revenuesthe properties of any Pledgor securing payment of the Loan, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Documentand security interests in favor of the Bank; (b) Liens for taxes not yet due and payable or otherwise being contested in good faith and for which appropriate reserves are maintained; (c) Other liens imposed by law not yet due and payable, or otherwise being contested in good faith and for which appropriate reserves are maintained; (d) [Intentionally deleted]; (e) purchase money security interests on any property hereafter acquired, provided that such lien shall attach only to the property acquired; (f) Pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA; (g) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies; (h) Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower, and such other minor title defects, or survey matters that are disclosed by current surveys, that, in each case, do not materially and adversely interfere with the ordinary conduct of the business of the applicable Borrower; (i) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to 6.01 and solely with the Disclosure Letter and prior written consent of Bank any renewals or extensions thereof, provided that thereof where: (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 otherwise permitted by Section 8.03(bhereunder); (cj) Liens (other than Liens imposed under ERISA) Landlords’ and lessors’ liens in respect of rent not in default, as to Borrower’s retail locations without the necessity of obtaining Bank’s consent, and as to Borrower’s non-retail locations from and after the execution and delivery to Bank of landlord/lessor’s lien waivers acceptable to Bank and its counsel for taxesany such location, assessments provided, however, a landlord’s lien for rent not in default shall be permitted without delivery of a lien waiver for Borrower’s location at 0000 Xxxxxxxxxx Xxxx. Xxxx, Xxxx 0, Xxxxxxxxxxxx, Xxxxxxx so long as inventory is not stored or governmental charges or levies 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 GAAPlocated at such location; (dk) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed arising solely by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget virtue of any hotel then being constructed by the Loan Parties (including construction costs statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached depository institutions or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)securities intermediaries; (el) pledges Liens arising from precautionary UCC filings regarding “true” operating leases or deposits the consignment of goods to the Borrower; (m) Liens in favor of customs and revenues authorities imposed by applicable law arising 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; (f) deposits to secure the performance importation of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 institutionsgoods; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection;; and (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law incurred 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets business of the Tenants to Borrower which secure their obligations under that do not exceed $250,000 at any time in the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsaggregate.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) (i) Liens pursuant to any Loan Document, (ii) Liens securing the Indebtedness permitted under Section 7.03(b)(i); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the First Lien Intercreditor Agreement or other Acceptable Intercreditor Agreement and (iii) Liens securing the Indebtedness permitted under Section 7.03(b)(iii); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement; (b) Liens existing on the Closing Date and date hereof securing Indebtedness or other obligations (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule 8.01 to 7.01(b) and in each case of the Disclosure Letter foregoing clauses (x) and (y), any modifications, replacements, refinancings, renewals 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 secured modification, replacement, renewal, extension or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension refinancing of the obligations secured or benefited thereby by such Liens (if such obligations constitute Indebtedness) is permitted by Section 8.03(b)7.03; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) which are not yet due or overdue for a period of more than thirty (30) days, (ii) 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 to the extent required in accordance with GAAPGAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords and Liens of landlords, carriers, warehousemen, mechanics, materialmen and suppliers and materialmen, repairmen, construction contractors or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall which secure only amounts not yet due and payable or, overdue for a period of more than sixty (60) days or if due and payablemore than sixty (60) days overdue, are unattached unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce the samesuch Lien, plus (ii) $15,000,000 which are being contested in the aggregate good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined the extent required in accordance with GAAP have been established; provided, that Liens referenced in this subclause or (iiiii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach failure to the subject Borrowing Base Property(ies) or (y) has otherwise provided security make payment could not reasonably satisfactory be expected to the Administrative Agent (which may be in the form of have a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Material Adverse Effect; (e) pledges (i) pledges, deposits or deposits Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance, general liability or property insurance and and/or other social security legislation; 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, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISAof its Restricted Subsidiaries; (f) deposits Liens to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of businessbusiness and obligations in respect of letters of credit, bank guarantee or similar instruments that have been posted to support the same; (g) easements, rights-of-way, restrictions restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in amount, 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 and whichits Restricted Subsidiaries, taken as a whole, and any exception on the Mortgage Policies issued in connection with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Mortgaged Property; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (i) Liens securing Indebtedness permitted under Section 8.037.03(f); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) Leases leases, licenses, subleases or subleases permitted under Section 8.17sublicenses, in each case in the ordinary course of business (and Liens on the property covered thereby), which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) any interest Liens in favor of title customs and revenue authorities arising as a matter of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements law to secure payment of customs duties in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with the importation of goods in the ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (mi) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code Code) on the items in the course of collection, (ii) in favor of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry and (iii) arising by 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; (m) 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 Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 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; (n) [reserved]; (o) Liens existing on property at the time of sellers its acquisition or existing on the property of goods any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case after the Parent date hereof; 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) any Indebtedness secured thereby is permitted under Section 7.03(f) and/or Section 7.03(r)(i); (p) any interest or title of a lessor or sublessor under leases or subleases entered into by the Borrower or any of its Restricted Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) 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; (r) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the 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 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; (s) Liens arising from precautionary Uniform Commercial Code financing statement filings or any equivalent filings in respect of any leases; (t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (u) 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; (v) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (o) of this Section 7.01; provided that (i) the assets of Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the Tenants to secure their obligations property covered by such Lien or financed by Indebtedness permitted under the Lease Agreements Section 7.03, and (B) proceeds and products thereof; and (ii) the assets renewal, extension or refinancing of RHP Operations the obligations secured or benefited by such Liens is permitted by Section 7.03; (x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (y) Liens (i) on property of a Non-Loan Party securing Indebtedness that is permitted pursuant to Section 7.03 and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties (ii) on property of their a Foreign Subsidiary securing obligations of such Foreign Subsidiary that are not Indebtedness; (z) Liens solely on any xxxx xxxxxxx money deposits made by the Tenants Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (aa) Liens securing obligations that arise in the ordinary or normal course of business and that do not constitute Indebtedness and that are not otherwise expressly contemplated by this Section 7.03; (bb) Liens securing Indebtedness permitted pursuant to Section 7.03(m); (cc) other Liens; provided that at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (dd) Liens securing Indebtedness or other obligations, provided that at the time of incurrence of the Indebtedness or other obligations secured thereby, in the case of (x) Liens securing Indebtedness or other obligations on the Collateral that are pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed 5.00:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.00:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test Period), (y) Liens securing Indebtedness or other obligations on the Collateral that are junior to the Lien on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 5.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) Liens securing Indebtedness or other obligations on assets that are not Collateral, the Total Leverage Ratio does not exceed 8.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 8.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period), in each case, calculated on a Pro Forma Basis, including the application of the proceeds thereof, as of the last day of the most recently ended Test Period; (ee) Liens securing (i) Indebtedness permitted under Section 7.03(r), Section 7.03(s), 7.03(t), Section 7.03(w) and Section 7.03(y), in each case, to the Lease Agreementsextent contemplated by, and subject to the limitations set forth in such provisions; provided that, to the extent such Lien is on the Collateral, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to an Acceptable Intercreditor Agreement pursuant to the terms thereof; (ff) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Law; (gg) [reserved]; (hh) [reserved]; (ii) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs; (jj) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that, such satisfaction or discharge is permitted hereunder; (kk) 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; (ll) Liens on cash or permitted Investments securing Swap Contracts in the ordinary course of business submitted for clearing in accordance with applicable requirements of Law and Liens on receivables and related assets arising in connection with a Qualified Securitization Financing; (mm) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (nn) Liens on Equity Interests of Unrestricted Subsidiaries; (oo) Liens arising as a result of a Permitted Sale Leaseback or other sale-leaseback permitted by Section 7.05; and (pp) Liens on proceeds of Indebtedness held in Escrow for so long as the proceeds thereof are and continue to be held in Escrow. For purposes of determining compliance with this Section 7.01, if any Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Liens. (a) Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, Borrowing Base Property whether now owned or hereafter acquired, acquired (except to the extent released as a Borrowing Base Property pursuant to and in accordance with the terms of Section 1.10 hereof) other than the following: (ai) Liens pursuant to any Loan Document; (bii) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to 5.08(b) or Liens existing on the Disclosure Letter date any Borrowing Base Property is approved as a Borrowing Base Property and which are referenced in the applicable Mortgage Policy for such Borrowing Base Property and any renewals renewals, refinancing or extensions thereof, provided that (i) the property covered thereby is not changed, (iiA) the amount secured or benefited thereby is not increasednot, at any time, increased (except to the extent of (1) any existing unfunded commitments related thereto or (2) any reasonable premium or other reasonable amount paid, together with fees and expenses reasonably incurred in connection with such refinancing) and (B) any Liens under this Section 7.01(a)(ii) which represent due and unpaid obligations of the Borrowers will not, in the aggregate, exceed five percent (5%) of Total Asset Value; (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (div) 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 and in an aggregate amount not to exceed (in the aggregate)business, with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, provided that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached unfiled and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached same or are subject to some enforcement action and, being contested in each case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; providedestablished or if such Liens secure the obligations of tenants, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws licenses or other occupants of the applicable jurisdiction, attach to the subject any Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to Property, then the Administrative Agent (which may be same are not material in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)amount; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (hvi) the Borrowing Base Leases and such other Leases granted by the Borrowers in the ordinary course of business (to the extent not otherwise prohibited by the terms hereof); and (vii) the interest of the lessor under an Approved Ground Lease and/or interests of licensors or licensees related to the business(es) operated pursuant to the applicable Borrowing Base Leases or other Leases permitted pursuant to the terms hereof. (b) Create, incur, assume or suffer to exist any Lien upon any of the Equity Interests of any Borrowing Base Entity, other than the following: (i) Liens pursuant to any Loan Document; (ii) 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; and (iii) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreements8.01(h).

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) consists only of the amount secured property covered by the Liens being renewed or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, extended and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s, landlord’s or other like Liens imposed by law Law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (e) Liens, 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; (f) Liens or deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, and including deposits (but not Liens) related to the acquisition of property; (g) easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges, encumbrances or title defects affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) with respect to any Mortgaged Fee Property or Mortgaged Coal Property, Liens which appear as exceptions to the Title Policy delivered to the Administrative Agent with respect to such Mortgaged Fee Property or Mortgaged Coal Property that are not otherwise permitted by Section 8.01(a), (c), (d), (g) or (i) and are acceptable to the Administrative Agent, it being understood that the Liens appearing on the Title Policies delivered to the Administrative Agent on the Closing Date are acceptable to the Administrative Agent; (i) any interest or title of a lessor or sublessor and any restriction or encumbrance to which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Liens described in clauses (a) through (h) in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect; (j) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) 9.01 or securing appeal or other surety bonds related to such judgments; (ik) Liens securing Indebtedness permitted under Section 8.03; 8.03(e); provided that (ji) Leases 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 subleases permitted under Section 8.17; (k) any interest fair market value, whichever is lower, of title the property being acquired on the date of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;acquisition; and (l) Liens deemed to exist in connection with Investments in repurchase agreements on Mortgage Accounts and Third Party Mortgage Accounts securing Indebtedness permitted under Section 8.028.03(g); (m) normal and customary rights of setoff upon deposits of cash Liens on residual beneficial interests in favor of banks any MSH Trust securing Indebtedness permitted under Section 8.03(g)(iii), 8.03(i) or other depository institutions;8.03(n); and (n) Liens on assets (other than Equity Interests of a collection bank arising under Section 4New Holdco or of any Non-210 Xxxxxxx Subsidiary constituting Collateral, and other than real estate interests (including mineral rights relating to Coal) constituting Collateral) securing Indebtedness the amount of which Indebtedness shall not exceed in the aggregate at any time $20,000,000 and the book value of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and property securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsIndebtedness shall not exceed $25,000,000.

Liens. Create, incur, assume or suffer permit to exist any Lien upon (I) any of its propertyproperty or upon the Equity Interests of any Subsidiary, assets whether now owned or revenueshereafter acquired, securing any Indebtedness owing to PAA or any of its Affiliates, or (II) any of its Principal Property or upon the Equity Interests of any Subsidiary (other than Unrestricted Subsidiaries), whether now owned or hereafter acquired, other than the following: (a) Liens (i) pursuant to any Loan DocumentDocument or securing any of the Obligations and (ii) if required in connection with the foregoing, on a pari-passu basis, any Swap Contracts with Lenders or their Affiliates; (b) Liens existing on the Closing Date and listed on Schedule 8.01 pursuant to the Disclosure Letter Pine Prairie Lease and any extensions, renewals or extensions and replacements thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or and levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business for amounts which are not overdue for a period of more than 60 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings, if necessary, diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) books of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, legislation (other than any Lien imposed by ERISA), or to secure letters of credit issued with respect thereto; (f) deposits to secure the performance of bids, trade contracts and contracts, leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (or to secure letters of credit issued in connection therewith); (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in the aggregate, are not substantial material 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) inchoate Liens in respect of pending litigation, or Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) (or securing letters of credit, appeal or other surety bonds related to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 8.03arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System or pursuant to the Security Documents, and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution; (j) Leases Liens arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or subleases permitted under Section 8.17deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out, used or useful in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or handling of any oil and gas property of any Loan Party; (k) any interest Liens in respect of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementoperating leases; (l) Liens deemed securing Acquired Indebtedness, provided that (i) each such Lien (A) existed at the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to exist finance, refinance or refund, the cost (including the cost of construction) of such property or asset, (ii) no such Lien shall extend to or cover any property or asset other than the property or asset so acquired (or constructed), and any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in connection with Investments in repurchase agreements permitted under Section 8.02whole or part, of the foregoing, and (iii) such Lien shall not secure any additional Indebtedness and obligations; (m) normal and customary rights reserved to or vested in any Governmental Authority by the terms of setoff upon deposits any right, power, franchise, grant, license or permit, or by any provision of cash in favor of banks Law, to revoke or other depository institutionsterminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) Liens of a collection bank arising under Section 4-210 rights reserved to or vested by Law in any Governmental Authority to in any manner, control or regulate in any manner any of the Uniform Commercial Code on items properties of any Restricted Person or the use thereof or the rights and interests of any Restricted Person therein, in the course of collectionany manner under any and all Laws; (o) Liens of sellers of goods rights reserved to the Parent grantors of any properties of any Restricted Person, and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms, conditions and provisions of applicable law in the ordinary course of businessany rights-of-way agreements, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;contracts or other agreements therewith; and (p) Liens pursuant otherwise not permitted herein which secure obligations in an aggregate principal amount not to exceed at any Permitted PILOT Transaction; and (q) Liens on (i) the assets time outstanding 10% of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsBorrower’s Consolidated Tangible Net Worth.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals or extensions thereof, provided that (i) the property Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b)7.03(b) ; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) 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 and in an aggregate amount not to exceed (in the aggregate)business, with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, provided that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, (i) are unattached unfiled and no other action has been taken to enforce the same, plus same or (ii) $15,000,000 are being contested in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, zoning restrictions and other similar encumbrances affecting real property Real Property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value or marketability of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default Indebtedness permitted under Section 9.01(h7.03(c) ; 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 or securing appeal or other surety bonds related fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such judgmentsProperty concurrently with or within thirty (30) days after the acquisition thereof; (i) Liens securing Indebtedness permitted under Section 8.03leases, licenses or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from precautionary UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating tosolely evidencing such lessor’s interest under, leases permitted by this Agreement; (lk) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.027.02 ; (ml) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsinstitutions holding such deposits; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection; (on) Liens judgment liens in respect of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code judgments that either individually or similar provisions of applicable law in the ordinary course aggregate do not constitute an Event of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (pDefault under Section 9.01(h) Liens pursuant to any Permitted PILOT Transaction; and (qo) Liens on any Lien (i) existing on property of a Person at the time of its consolidation with or merger into a Borrower or a Subsidiary or at the time such Person becomes a Subsidiary or (ii) existing on any property acquired by a Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed); provided that in each such case, (x) such Lien was not created or assumed in contemplation of such consolidation or merger or such Person becoming a Subsidiary or such acquisition of property, (y) such Lien shall extend solely to the property so acquired or in the case of an acquisition of a Subsidiary, the assets of the Tenants to secure their obligations under the Lease Agreements Subsidiary and (iiz) the assets such Lien shall not secure an amount of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations Indebtedness in excess of the Tenants under the Lease Agreementsamount referenced in Section 7.03(i) .

Liens. Create, incur, assume incur or suffer to exist any Lien upon on any of its the assets, rights, revenues or property, assets real, personal or revenuesmixed, tangible or intangible, whether now owned or hereafter acquired, of Borrower or any Subsidiary, other than the following:following (collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is Liens for taxes not changed, (ii) the amount secured delinquent or benefited thereby is not increased, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are taxes being contested in good faith and by appropriate proceedings diligently conducted, if and as to which adequate financial reserves with respect thereto are maintained have been established on the its books of the applicable Person in accordance with GAAPand records; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, trade contracts created and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred maintained in the ordinary course of businessbusiness which are not material in the aggregate, and which would not constitute or result in a Material Adverse Event, and which constitute (A) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which Borrower is a party for a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (giii) easementsLiens affecting real property owned by Borrower or any Subsidiary which constitute minor survey exceptions or defects or irregularities in title, rights-minor encumbrances, easements or reservations of-, or rights of others for, rights of way, restrictions sewers, electric lines, telegraph and telephone lines and other similar encumbrances affecting purposes, or zoning or other restrictions as to the use of such real property whichproperty; provided, however, that all of the foregoing, in the aggregate, are not substantial in amount, which do not in at any case time materially detract from the value of the property subject thereto said properties or materially interfere with impair their use in the ordinary conduct operation of the business businesses of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Borrower or any Subsidiary; (hiv) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(heach Lien described in Schedule 7.02(e) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed may be suffered to exist in connection with Investments in repurchase agreements upon the same terms as those existing on the date hereof, but no extension or renewal thereof shall be 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 except for 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law refinancing in the ordinary course of business, covering only business for an amount not in excess of the goods sold and securing only the unpaid purchase price for original amount subject to such goods and related expensesLien; (pv) Liens arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and with respect to which it shall have obtained a stay of execution pending such appeal or proceeding for review; provided, however, that the aggregate amount of judgments or awards, that are not insured by a financially sound and reputable insurer that has admitted liability without a reservation of rights, secured by such Liens shall not exceed $500,000 at any time outstanding; (vi) Liens on or upon any property existing at the time of acquisition thereof by any Borrower or any Subsidiary; provided, however, that no such Lien shall (A) extend to or cover any other property, and (B) have been created in contemplation or as a result of such acquisition by the Borrower or such Subsidiary; (vii) Liens on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or any Subsidiary pursuant to Section 7.02(f); provided, however, that no such Lien shall (A) extend to or cover any Permitted PILOT Transactionother property of any Borrower or such Subsidiary, (B) have been created in contemplation or as a result of such merger or acquisition, and (C) secure Indebtedness assumed by Borrower or any Subsidiary in excess of $1,500,000; (viii) purchase money Liens upon or in property of the Borrower or a Subsidiary acquired after the Closing Date; provided, however, that no such Lien shall extend to or cover any other property of the Borrower or a Subsidiary; (ix) Liens granted solely in connection with the execution and delivery of a Hedge Agreement between the Borrower and a Lender or an Affiliate of a Lender; and (qx) Liens on (i) the assets of the Tenants to secure their obligations created under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsthis Agreement.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (collectively, “Permitted Liens”): (a) Liens pursuant to created under any Loan Document; (b) Liens existing on the Closing Date date of this Agreement and listed on Schedule 8.01 7.01, and extensions, renewals and replacements thereof to the Disclosure Letter extent such extensions, renewals 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, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of replacements secure only the obligations secured or benefited thereby is permitted by Section 8.03(b)such original Liens and extend only to the assets covered by such original Liens; (c) Liens imposed by Law for Taxes (other than Liens imposed under ERISAi) for taxes, assessments or governmental charges or levies not yet due or (ii) which 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 Person in accordance with GAAPSection 6.04; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts which are not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce or the same, plus (ii) $15,000,000 in payment of which is not at the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)time required; (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, with respect to any Plan, the Code; (f) deposits to secure (or obtain letters of credit that secure) the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bonds, appeal bonds, bids, leases, performance bonds bonds, purchase, construction or sales contracts and other obligations similar obligations, in each case not incurred or made in connection with the borrowing of a like nature incurred in money, the ordinary course obtaining of businessadvances or credit or the payment of the deferred purchase price of property; (g) leases or subleases granted to others, easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances affecting real property which, in the aggregate, are aggregate could not substantial result in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)a Material Adverse Effect; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related to such judgments, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any stay; (i) Liens securing Indebtedness permitted under Section 8.03leases; (j) Leases or subleases permitted under Section 8.17; Liens (ki) any interest of title of a lessor under, and Liens arising from UCC 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, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 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, provided that (1) the account containing such deposits is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the FRB, and (2) the account containing such deposits is not intended by the Borrower to provide collateral to the depository institution; (k) Liens on cash of Subsidiaries on deposit with any Cash Pool Bank securing Cash Pool Obligations owed to such Cash Pool Bank; (l) Liens in favor of the New Notes Trustee deemed to exist on any proceeds of Refinancing Notes held in a restricted deposit account designated for such purpose; (m) Liens on the assets of Securitization Finance Subsidiaries, provided that such Liens shall only secure obligations with respect to a Permitted Securitization Financing; (n) Licenses or sublicenses granted to others in the ordinary course of business; (o) Liens (i) in favor of sellers 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 or (ii) on specific items of inventory or other goods and proceeds 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 Parent and any purchase, shipment or storage of its Subsidiaries arising under Article 2 of the Uniform Commercial Code such inventory or similar provisions of applicable law other goods 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 on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to any Permitted PILOT Transaction; andSections 7.02 to be applied against the purchase price for such Investment; (q) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the date hereof; provided, that (i) the assets such Lien was not created in contemplation of the Tenants to secure their obligations under the Lease Agreements such acquisition or such Person becoming a Subsidiary, and (ii) such Lien does not extend to or cover any other assets or property (other than the assets proceeds or products thereof); (r) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any Subsidiary in the ordinary course of RHP Operations business; (s) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and Attractions Holdingsother technology licenses) in the ordinary course of business; (t) Liens arising out of conditional sale, LLC and RHP Operations HoldCotitle retention, LLC consignment or similar arrangements for sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business; (u) deposits made in the ordinary course of business to secure liability to insurance carriers; (v) receipt of progress payments and advances from customers in the guaranties ordinary course of their business to the extent same creates a Lien on the related inventory and proceeds thereof; (w) Liens granted in connection with Swap Contracts in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by the Borrower or its Subsidiaries, or changes in the value of securities issued by the Borrower or its Subsidiaries, and not for purposes of speculation or taking a “market view”; and (x) Liens not expressly permitted by clauses (a) through (k) and (n) through (w) above securing or deemed to exist in connection with Priority Indebtedness permitted under Section 7.03; provided that such Liens shall not secure any other obligations of the Tenants under the Lease Agreements(other than principal, interest, fee, expense reimbursement, indemnity and similar obligations associated with such permitted Priority Indebtedness).

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals or extensions thereof, provided that (i) the no additional property is covered thereby is not changed, and (ii) the principal amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any in each case after giving effect to such renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b)extension; (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (dc) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen materialmen's, repairmen's or other like Liens which are not overdue for a period of more than 60 days or which are being contested in good faith and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate)appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (ed) 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 ERISAXXXXX; (fe) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessnature; (gf) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (hg) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (ih) Liens securing Indebtedness permitted arising under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 escrows, trusts, custodianships, separate accounts, funds withheld or modified coinsurance procedures, and similar deposits, arrangements, or agreements permitted under Section 8.02; (m) normal established with respect to insurance policies, annuities, funding agreements, guaranteed investment contracts and customary rights of setoff upon deposits of cash in favor of banks similar products underwritten by, or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of reinsurance agreements entered into by, the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law Person in the ordinary course of business, covering only including Liens securing letters of credit issued in connection therewith; (i) deposits with, Liens securing obligations (other than Indebtedness) owing to, or letters of credit issued in favor of or required by, insurance regulatory authorities; (j) Liens on property of any corporation or other entity that becomes a Subsidiary of a Loan Party after the goods sold Closing Date, provided that such Liens are in existence at the time such corporation or entity becomes a Subsidiary of such Loan Party and were not created in anticipation thereof; (k) Liens upon real and/or tangible personal property acquired or improved after the Closing Date (by purchase, capitalized lease, construction or otherwise) by the applicable Person, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing only Indebtedness representing, or incurred to finance, refinance or refund, the unpaid cost (including the cost of construction) of such property or improvements thereon or thereto; provided that no such Lien shall extend to or cover any property of the applicable Person other than the property so acquired and improvements thereon; (l) Liens arising in connection with repurchase agreements, reverse purchase price agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided that no such goods Lien shall extend to or cover any property or assets other than the securities subject thereto; (m) Liens in favor of any Loan Party; (n) Liens securing obligations under Swap Contracts and entered into not for speculative purposes; (o) Liens arising in the ordinary course of business on operating accounts (including deposit accounts and any related expenses;securities accounts), including bankers' Liens and rights of setoff arising in connection therewith (but excluding consensual Liens securing Indebtedness); and (p) additional Liens pursuant upon real and/or personal property created after the Closing Date, provided that the aggregate Indebtedness secured thereby and incurred after the Closing Date shall not exceed the greater of an amount equal to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements $500,000,000 and (ii) the assets five percent (5%) of RHP Operations and Attractions HoldingsNet Worth; provided that, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations in no event shall any of the Tenants under contractual or consensual Liens permitted by the Lease Agreementsforegoing clauses cover any of the Equity Interests of Aflac.

Liens. CreateThe Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, ; provided that (i) the property covered thereby is not changed, increased and (ii) any Lien securing Indebtedness in excess of (x) $5,000,000 individually or (y) $20,000,000 in the amount secured or benefited thereby aggregate (when taken together with all other Liens outstanding in reliance on this proviso that are not set forth on Schedule 8.01) shall only be permitted to the extent such Lien is not increased, (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)listed on Schedule 8.01; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of landlord’s, carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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, Person; 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 respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion ordinary conduct of the Administrative Agent)business of the applicable Persons; (h) 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 9.01(h) or securing appeal or other surety bonds related to such judgments); (i) Liens securing purchase money Indebtedness permitted (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; 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 thereof; provided that in the event such Indebtedness is owed to any Person that has financed more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person under Section 8.03such financings; and (ii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof; (j) Leases leases, subleases and licenses granted to others not interfering in any material respect with the business of the Borrower or subleases permitted under Section 8.17any Subsidiary; (ki) any interest of title of a third party lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement, (ii) Liens or restrictions that the interest or title of such lessor may be subject to, or (iii) subordination of the interest of the lessee under such lease to any Lien or restriction referred to in the preceding clause (ii); (l) Liens on securities deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02entered into by the Borrower or its Subsidiaries; (mi) normal and customary rights of setoff upon upon, and banker’s liens granted in respect of, deposits of cash in favor of banks or other depository institutions, and (ii) customary Liens granted in the ordinary course of business in connection with any Banking Services Agreement; provided that no Liens granted in connection with a Banking Services Agreement shall extend to specific cash collateral pledged by the Borrower or any Subsidiary to support such Banking Services Agreement; (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 assets of sellers of goods to the Parent and any of its Foreign Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 expensesthat do not secure Indebtedness; (p) Liens pursuant on assets of a Person (and its Subsidiaries) existing at the time such Person is acquired or merged with or into or consolidated with the Borrower or any of its Subsidiaries (and not created in anticipation or contemplation thereof); provided that, such Liens do not extend to any Permitted PILOT Transaction; andassets not subject to such Liens at the time of acquisition (other than improvements thereon); (q) Liens on cash and cash equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness; (r) Liens in favor of a trustee pursuant to an indenture relating to any Indebtedness permitted by this Agreement to the extent such Liens (i) only secure customary compensation and reimbursement obligations of such trustee and (ii) are limited to the cash held by such trustee (excluding cash held in trust for the payment of such Indebtedness); (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 importation of goods; (t) Liens arising by operation of law in favor of issuers of letters of credit in the documents presented under a letter of credit; (u) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; (v) Liens on cash relating to escrows established for an adjustment in purchase price or liabilities or indemnities for Dispositions, to the extent such Dispositions are permitted hereby; and (w) other Liens; provided, that, the sum of (i) the assets aggregate principal amount of the Tenants to secure their outstanding obligations secured by Liens permitted under the Lease Agreements and this clause (w), plus (ii) the assets aggregate outstanding principal amount of RHP Operations and Attractions HoldingsIndebtedness of Subsidiaries permitted by Section 8.03(i) shall not at any time exceed 15% of Consolidated Net Tangible Assets, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations determined as of the Tenants under most recently ended fiscal quarter for which financial statements have been delivered to the Lease AgreementsAdministrative Agent in accordance with Section 7.01.

Liens. Create, incur, assume or suffer permit to exist any Lien upon on any of its property, property or assets or revenues, whether now owned or hereafter acquiredacquired by it (including, other than in the followingcase of securities owned by it, by the sale of such securities pursuant to any repurchase agreement or similar arrangement) or on any income or revenues or rights in respect of any thereof, except: (a) Liens pursuant to on property or assets of any Loan DocumentGuarantor or any Subsidiary existing on the Restatement Date and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the Restatement Date and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the Restatement Date; (b) Liens any Lien existing on the Closing Date and listed on Schedule 8.01 any property or asset prior to the Disclosure Letter and acquisition thereof by any renewals Guarantor or extensions thereof, any Subsidiary; provided that (i) the property covered thereby such Lien is not changed, created in contemplation of or in connection with such acquisition and (ii) the amount secured such Lien does not apply to any other property or benefited thereby is not increased, assets (iiiother than after acquired property or assets) the direct of such Guarantor 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)such Subsidiary; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or the payment of which are being contested in good faith and is not at the time required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount securing obligations that are not to exceed (in yet due or the aggregate), with respect to payment of which is not at the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed time required by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 Section 5.03 or which do not in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce have a material adverse effect on the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached value or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws use of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)property encumbered thereby; (e) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other social security legislation, laws or regulations or in connection with other than any Lien imposed insurance maintained by ERISAthe Loan Parties or their Subsidiaries; (f) deposits to secure the performance of bids, trade contracts and (other than for obligations for the payment of borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, 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 Guarantors and whichthe Subsidiaries, with taken as a whole, and ground leases in respect to Borrowing Base Properties, have been reviewed and approved of real property on which facilities owned or leased by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)any Guarantor or any Subsidiary are located; (h) Liens securing judgments for any attachment or judgment Lien unless the payment of money not constituting judgment it secures would constitute an Event of Default under Section 9.01(hclause (i) or securing appeal or other surety bonds related to such judgmentsof Article VII; (i) Liens securing Indebtedness any interest or title of a lessor or lessee under any lease permitted under Section 8.03by this Agreement (including any Lien granted by such lessor or lessee); (j) Leases or subleases Liens on Cash and Carry Securities securing Indebtedness permitted under by Section 8.176.01(c); (k) Liens on receivables and notes payable owing from employees or investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any interest of title of a lessor under, and Liens arising from UCC financing statements (the foregoing or equivalent filings, registrations to investors in the Guarantors’ or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementthe Subsidiaries’ investment funds; (l) Liens deemed not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations permitted to exist be incurred hereunder in connection with Investments in repurchase agreements permitted under Section 8.02an aggregate principal amount not to exceed $200,000,000 (plus related obligations) at any time outstanding; (m) normal and customary rights immaterial Liens of setoff upon deposits any Loan Party or of cash in favor of banks or other depository institutionsany Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not interfere in any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection; , (oii) Liens of sellers of goods attaching to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code trading accounts or similar provisions of applicable law other brokerage accounts incurred in the ordinary course of business, covering only business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the goods sold right of set off) and securing only which are within the unpaid purchase price for such goods and related expensesgeneral parameters customary in the banking industry; (p) Liens pursuant deemed to any Permitted PILOT Transaction; andexist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (q) Liens on that are contractual rights of set-off (i) relating to the assets establishment of depository relations with banks or other financial institutions not given in connection with the Tenants to secure their obligations under the Lease Agreements and issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Guarantor or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by a Guarantor or a Subsidiary; and (r) Liens arising from precautionary Uniform Commercial Code financing statement filings; (s) Liens on assets of RHP Operations a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness described in Section 6.01(d) and Attractions Holdings, LLC related obligations; (u) Liens required to be created pursuant to this Agreement; and (v) Liens on the right of any Subsidiary that is a general partner to issue capital call notices and RHP Operations HoldCo, LLC to secure the guaranties exercise rights with respect to capital commitments owing to any Affiliate that secures Indebtedness of their obligations of the Tenants under the Lease Agreementssuch Affiliate.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 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, 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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments taxes or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (hi) Liens securing purchase money obligations of the Borrower or of Subsidiaries 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 9.01(h8.01(h) or securing appeal or other surety bonds related to such judgments; (ij) Liens securing Indebtedness permitted arising in the ordinary course of business under Section 8.03; (j) Leases Oil and Gas Agreements to secure compliance with such agreements, provided that any such Lien referred to in this clause are for claims which are not delinquent or subleases permitted under Section 8.17which 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 use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any 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 proceeds thereof; (k) any interest Liens incurred in the ordinary course of title business that constitute banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a lessor underdepositary institution, and Liens whether arising from UCC financing statements (by operation of law or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;pursuant to contract; and (l) Liens deemed not otherwise permitted by this Section 7.01 if at the time of, and immediately after giving effect to, the creation or assumption of any such 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 exist in connection with Investments in repurchase agreements Section 6.01); provided, further, notwithstanding the foregoing, that no Lien permitted under this Section 8.02; (m7.01(l) normal shall secure Indebtedness owing under the Senior Note Indebtedness unless and customary rights of setoff upon deposits of cash until the Indebtedness under the Loan Documents are equally and ratably secured by all property subject to such Lien, 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 each case pursuant to documentation reasonably satisfactory to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsRequired Lenders.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAPGAAP and such Liens do not have priority over the Administrative Agent’s Liens or (ii) not required to be paid pursuant to Section 6.3; (db) statutory Liens of landlords and Liens of carriers’, warehousemen’s, landlord’s, mechanics’, materialmen and suppliers and materialmens’, workmens’, suppliers’, repairmens’ or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and that are not overdue for a period of more than thirty (30) days or that are being contested in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed good faith by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)appropriate proceedings; (ec) pledges Liens 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; provided that (i) 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 for 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 (ii) to the extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any property other than any Lien imposed by ERISAcash and Cash Equivalents; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature nature, each incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA); (ge) easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar encumbrances affecting charges or encumbrances, and minor title deficiencies on or with respect to any real property whichproperty, in each case whether now or hereafter in existence, incurred in the ordinary course of business that, in the aggregate, are not substantial in amount, which amount and 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 Holdings and its Subsidiaries; (f) the applicable Person licensing of patents, trademarks, copyrights and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be other Intellectual Property rights in the sole discretion ordinary course of business; (g) Liens listed on Schedule 7.3(g), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien shall be extended to cover any additional property after the Administrative AgentEffective Date and that the amount of Indebtedness secured thereby is not increased (it being understood that in the case of this clause (g) individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates); (h) Liens securing judgments for Indebtedness of Holdings or its Subsidiaries incurred pursuant to Section 7.2(e) to finance the payment acquisition of money fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not constituting 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 (it being understood that in the case of this clause (h) individual financings of specific equipment assets provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates); (i) Liens created pursuant to the Security Documents; (j) any interest or title of a lessor under any lease entered into by Holdings or its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (k) Liens arising out of judgments, attachments or awards that do not constitute an Event of Default under Section 9.01(h8.1(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to exist in connection with Investments in repurchase agreements permitted under Section 8.02Holdings and its Subsidiaries) exceed the greater of $5,000,000 and 7.5% of LTM Consolidated Adjusted EBITDA at any one time; (m) normal and customary rights any interest or title of setoff upon deposits a lessor, sublessor, licensor or licensee under any lease or license entered into by the Borrower or any other Subsidiary in the ordinary course of cash in favor of banks or other depository institutionsits business; (n) Liens arising out of a collection bank arising under Section 4-210 conditional sale, title retention, consignment or similar arrangements for the sale of the Uniform Commercial Code on items goods entered into in the ordinary course of collectionbusiness; (o) Liens arising from precautionary UCC (or equivalent) financing statements filed under operating leases or consignment of sellers goods; (p) bankers’ Liens, rights of goods 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 Parent 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 law, in no case shall any such Liens secure (either directly or indirectly) the repayment of its Subsidiaries any Indebtedness; (q) Liens attaching solely to xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or other relevant Specified Investment or attaching solely to xxxx xxxxxxx money deposits in connection with an acquisition of property not otherwise prohibited hereunder, including, without limitation, prohibited pursuant to Section 7.15; (r) Liens of a collecting bank arising in the ordinary course of business under Article 2 Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction, covering only the items being collected upon; (s) Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or similar provisions another Loan Party in respect of applicable law Indebtedness or other obligations owed by such Subsidiary to the Borrower or such other Loan Party; (t) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business, covering only business to secure the goods sold and securing only the unpaid purchase price for such goods and related expensesfinancing of insurance premiums with respect thereto under Section 7.2(k); (pu) 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 Loan Party or Subsidiary thereof to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Liens (i) do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than such existing Lien and (ii) (1) do not secure Indebtedness in excess of $1,500,000 in the aggregate at any one time outstanding or (2) as at the time such person or asset is acquired or merged with or into or consolidated with any Loan Party or Subsidiary, the Total Net Leverage Ratio of Holdings and its Subsidiaries, on a consolidated basis, for the most recently ended four Fiscal Quarter period for which financial statements were required to be delivered pursuant to Section 6.1(a) or (b) does not exceed 3.50:1.00 on a pro forma basis (it being understood that in the case of this clause (u) individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates); (v) Liens securing Indebtedness of Foreign Subsidiaries of Holdings incurred pursuant to Section 7.2; provided that such Liens do not at any Permitted PILOT Transactiontime encumber any property other than the property of such Foreign Subsidiaries; and (qw) Liens on securing junior Lien Indebtedness incurred pursuant to Section 7.2(t); provided that such Liens are subject to an Intercreditor Agreement as described therein. For purposes of determining compliance with this Section 7.3, (i) a Lien need not be incurred solely by reference to one category of Liens permitted by the assets foregoing provisions of the Tenants to secure their obligations this Section 7.3 described in this Section 7.3 but may be incurred under the Lease Agreements any combination of such categories (including in part under one such category and in part under any other such category), (ii) in the assets event that a Lien (or any portion thereof) meets the criteria of RHP Operations one or more of such categories of Liens permitted by the foregoing provisions of this Section 7.3, the Borrower shall, in its sole discretion, classify such Lien (or any portion thereof) and Attractions Holdings, LLC may include the amount and RHP Operations HoldCo, LLC to secure the guaranties type of their obligations such Lien in one or more of the Tenants under clauses of this Section 7.3, (iii) if any Liens securing Permitted Refinancing are incurred to refinance Liens securing Indebtedness initially incurred in reliance on a basket measured by reference to a percentage of LTM Consolidated Adjusted EBITDA, at the Lease Agreementstime of incurrence, and such Permitted Refinancing would cause the percentage of LTM Consolidated Adjusted EBITDA restriction to be exceeded if calculated based on the LTM Consolidated Adjusted EBITDA on the date of such refinancing, such percentage of LTM Consolidated Adjusted EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such Permitted Refinancing secured by such Liens does not exceed the outstanding principal or committed amount (whichever is higher) of such Indebtedness secured by such Liens being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing, and (iv) it is understood that a Lien securing Indebtedness that is permitted by the foregoing provisions of this Section 7.3 may secure Debt Obligations with respect to such Indebtedness.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedchanged other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.03(b), (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(b7.03(b); (c) Liens for Taxes that are (other than Liens imposed under ERISAi) for taxes, assessments or governmental charges or levies not yet due or (ii) being contested in good faith and by appropriate proceedings diligently conducted and for which 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 or other like Liens arising in the ordinary course of business (i) which are not overdue for a period of more than thirty (30) days or (ii) 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) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (e) pledges or deposits Liens incurred 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; (f) deposits and other Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation), leases, performance bonds bonds, government contracts and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) 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 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (i) Liens securing Indebtedness permitted under Section 8.03;7.03(e); 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; and (j) Leases licenses (including licenses of intellectual property), sublicenses, leases or subleases permitted under Section 8.17granted to third parties in the ordinary course of business not interfering with the business of the Borrower or any Restricted Subsidiary in any material respect; (k) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods; (l) any interest of title of a lessor under, and Liens arising from UCC 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 or bankers’ liens upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of securing Acquired Indebtedness, provided that (i) such Liens do not at any time encumber any property other than the Uniform Commercial Code on items property financed by such Indebtedness and (ii) such Liens existed prior to the applicable Permitted Acquisition and were not incurred in connection with, or in anticipation or contemplation of, the course of collectionapplicable Permitted Acquisition; (o) Liens on property of sellers Restricted Subsidiaries that are Non-U.S. Subsidiaries securing Indebtedness of goods to the Parent and any of its Subsidiaries arising such Restricted Subsidiary under Article 2 of the Uniform Commercial Code 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 expensesSection 7.03(v); (p) Liens pursuant to modification, replacement, renewal or extension of any Permitted PILOT TransactionLien permitted by clauses (b), (i) or (n) of this Section 7.01; and (q) Liens on provided that (i) the assets of Lien does not extend to any additional property, other than (A) after acquired property that is affixed or incorporated into the Tenants to secure their obligations under the Lease Agreements property covered by such Lien and (B) proceeds and products thereof, and (ii) the assets of RHP Operations and Attractions Holdingsmodification replacement, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations renewal or extension or refinancing of the Tenants under obligations secured or benefited by such Liens is permitted by Section 7.03 (to the Lease Agreements.extent constituting Indebtedness) (q) Liens pursuant to any Loan Document securing (x) Secured Cash Management Agreements and (y) Secured Swap Contracts;

Liens. Create, incur, assume or suffer permit to exist exist, directly or indirectly, any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than except the following:following (collectively, the "Permitted Liens"): (a) Liens pursuant to any Loan Documentfor Taxes, assessments, utilities or governmental charges not yet due and payable or that are the subject of a good faith contest; (b) statutory Liens existing on the Closing Date of landlords, banks (and listed on Schedule 8.01 to the Disclosure Letter rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen 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, (iii) the direct or any contingent obligor with respect thereto is not changedmaterialmen, and other Liens imposed by law (ivother than any such Lien imposed pursuant to Section 430(k) any renewal or extension of the obligations secured Internal Revenue Code or benefited thereby is permitted by ERISA or a violation of Section 8.03(b436 of the Internal Revenue Code), in each case incurred in the ordinary course of business; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges or deposits incurred 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, surety and appeal 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 capital leases); (d) Liens on property of a Person existing at the time such Person is merged into or consolidated with or otherwise acquired by the Borrower, provided that such Liens were not in existence prior to, and were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower and the replacement, renewal or extension thereof; provided that the scope of any such Lien imposed shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date that such Person is merged into or consolidated with or otherwise acquired by ERISAthe Borrower, except for products and proceeds of the foregoing; (e) Liens on property existing at the time of acquisition thereof by the Borrower; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than property acquired and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date of acquisition thereof, except for products and proceeds of the foregoing; (f) deposits to secure the performance of bidseasements, trade contracts reciprocal easement agreements, rights-of-way, restrictions, encroachments, outstanding mineral and leases (other than Indebtedness)royalty interests, statutory obligationsminor defects or irregularities in title, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations similar encumbrances in each case which do not interfere in any material respect with the ordinary conduct of the business of the Borrower; (g) any interest or title of a like nature lessor or sublessor under any lease not prohibited hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of property entered into in the ordinary course of business; (i) 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; (j) licenses of patents, copyrights, trademarks and other intellectual property rights granted by the Borrower in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Borrower; (k) Liens described in Schedule 5.02 and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with Refinancing Indebtedness pursuant to Section 5.01(a) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 5.02)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date hereof, except for products and proceeds of the foregoing; (l) Liens securing Indebtedness permitted pursuant to Section 5.01(d); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; provided, that individual financings otherwise permitted to be secured hereunder may be cross collateralized to other such financings; (m) Liens securing Indebtedness permitted to be incurred under the proviso to Section 5.01; provided that such secured Indebtedness does not exceed, in the aggregate, the greater of (i) 7.5% of the Borrower's consolidated total assets plus accumulated depreciation and amortization and (ii) $500,000,000; (n) Liens on Equity Interests of any Subsidiary or joint venture securing obligations arising in favor of other holders of Equity Interests of such Person pursuant to agreements governing such Person; (o) Liens securing judgments that do not constitute an Event of Default under Section 6.01(i); (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, (iii) relating to purchase orders and other agreements entered into with customers in the ordinary course of business and (iv) attaching to brokerage accounts incurred in the ordinary course of business; (gq) easementsLiens in respect of leases, rights-of-waysubleases, restrictions and licenses, sublicenses or other similar encumbrances affecting real occupancy agreements of property which, in the aggregate, are not substantial in amount, which do not in any case materially detract from the value ordinary course of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)business; (hr) 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; (s) Liens securing judgments Derivative Transactions, provided that such Derivative Transactions are not entered into for speculative purposes; (t) deposits made in the payment ordinary course of money not constituting an Event business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof securing the financing of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsthe premiums with respect thereto; (i) Liens securing Indebtedness permitted under Section 8.03on advances of Cash or Cash Equivalents in favor of the seller of any property to be acquired to be applied against the purchase price for such transaction, (ii) Liens consisting of an agreement in respect of any sale of assets; provided that such Liens attach solely to the property subject to such sale of assets and (iii) exxxxxx money deposits of Cash or Cash Equivalents in connection with any letter of intent or purchase agreement; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (lv) 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) constituting Cash Equivalents; provided, that such 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant do not extend to any Permitted PILOT Transactionassets other than those that are the subject of such repurchase agreement; and (qw) other Liens on (i) the assets of the Tenants securing Indebtedness in an aggregate amount not to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsexceed $25,000,000 at any time outstanding.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan DocumentDocument (including Liens securing any Incremental Facility or Refinancing Facility governed by this Agreement); (b) Liens existing on the Closing Date date hereof and listed (other than any individual Lien that secures obligations of less than $2,000,000) set forth on Schedule 8.01 to the Disclosure Letter 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, increased except with respect to any Permitted Refinancing Increase and (iii) the direct any renewal, extension, modification, restatement or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension replacement of the obligations secured or benefited thereby is permitted by Section 8.03(b)7.03; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of landlord’s, carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)appropriate proceedings; (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 ERISAlegislation and employee health and disability benefit legislations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (f) 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 bonds (other than bonds related to judgments or litigation)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; (g) easements, rights-of-way, restrictions zoning restrictions, other restrictions, covenants and other similar non-monetary encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing attachments or judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other 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 Section 8.03;this subsection (i)) (j) Leases Liens on property or subleases assets acquired in a transaction permitted under by Section 8.177.02 or of a Person which becomes a Restricted Subsidiary after the date hereof; provided that (i) such Liens existed at the time such property or assets were acquired or such entity became a Subsidiary and were not created in anticipation thereof, (ii) such Liens do 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 the property of the Borrower or any interest of title its Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of a lessor underbusiness by such Person, in favor of the landlord under such lease or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to the landlord under applicable law and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted not waived by this Agreementthe landlord; (l) Liens deemed (including those arising from precautionary UCC financing statement filings and those which are security interests for purposes of the Personal Property Securities Act of 2009 (Cth)) with respect to exist bailments, operating leases or consignment or retention of title arrangements entered into by the Borrower or any of its Restricted Subsidiaries in connection with Investments in repurchase agreements permitted under Section 8.02the ordinary course of business; (m) normal and customary rights Liens 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 setoff upon deposits the Borrower or any Restricted Subsidiary (other than property or assets within the scope of cash in favor the original granting clause or the proceeds of banks the property or other depository institutionsassets subject to such Lien); (n) Liens securing Indebtedness or other obligations of a collection bank arising under Section 4non-210 of Guarantor Restricted Subsidiary to the Uniform Commercial Code on items in the course of collectionBorrower or a Guarantor; (o) Liens of sellers of goods leases, subleases, licenses and rights-of-use granted to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law others incurred in the ordinary course of business, covering only business and that do not materially and adversely affect the goods sold and securing only use of the unpaid purchase price property encumbered thereby for such goods and related expensesits intended purpose; (p) (i) Liens pursuant in favor of a banking 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 any Permitted PILOT Transaction; andthe extent constituting Liens; (q) Liens on Capital Stock of any Unrestricted Subsidiary, solely to the extent such Capital Stock does not constitute Collateral; (ir) Liens in favor of an escrow agent arising under an escrow arrangement incurred in connection with the assets issuance of notes with respect to the Tenants proceeds of such notes and anticipated interest expenses with respect to secure their obligations under the Lease Agreements such notes; (s) Permitted Real Estate Encumbrances and Liens on Excluded Assets; (iit) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their other Liens securing Indebtedness or obligations of the Tenants under the Lease Agreements.Loan Parties in an aggregate amount at any time outstanding not to exceed $40,000,000; (u) subject to an ABL Intercreditor Agreement, Liens on Collateral securing any ABL Facility;

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter SCHEDULE 7.01 and any renewals or extensions thereof, provided PROVIDED that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is not prohibited by SECTION 7.03, or if so prohibited, is permitted by Section 8.03(bSECTION 7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen and suppliers and materialmen's, repairmen's or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) books of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (e) Liens incurred or pledges or deposits made 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; (f) Liens incurred or deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar charges or encumbrances affecting real property which, in the aggregateeach case are granted, are not substantial entered into or created in amount, which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct course of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) attachments or Liens securing judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than 60 consecutive days during which execution is not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentseffectively stayed; (i) Liens securing Indebtedness permitted under Section 8.03pursuant to any Mortgage or Mortgage Note Agreement or any "Security Document", as that term is defined in the Mortgage Note Agreement; (j) Leases or subleases permitted Liens on property not covered by any Mortgage securing obligations under Section 8.17Swap Contracts not exceeding at any time an aggregate amount for all such Liens equal to one percent (1%) of Net Tangible Assets; (k) Liens on (A) property or shares of equity interests of another Person at the time such other Person becomes a Subsidiary, or (B) property at the time any interest Loan Party or Subsidiary acquires such property, including any acquisition by means of title merger or consolidation with or into such Loan Party or Subsidiary which is permitted by SECTION 7.04; PROVIDED (i) such Liens were not created in contemplation of the acquisition of such Person or such property, (ii) such resultant Subsidiary, if it constitutes a lessor underMaterial Subsidiary, delivers, substantially contemporaneous with its acquisition, a Guarantee and other instruments and documents required to be delivered pursuant to SECTION 6.13, (iii) such Liens do not encumber property other than property owned by such Material Subsidiary or the property then acquired, at the time of its acquisition, (iv) the aggregate amount of Indebtedness secured thereby is permitted to be created, incurred, assumed or permitted to exist pursuant to SECTION 7.03, and Liens arising from UCC financing statements (v) the MLP shall have demonstrated in writing to the reasonable satisfaction of the Required Lenders that the secured Indebtedness created, incurred, assumed or equivalent filings, registrations or agreements in foreign jurisdictionspermitted to exist referred to the preceding clause (iv) relating to, leases was permitted by this Agreementpursuant to SECTION 7.03; (l) Liens deemed on property or assets of any Subsidiary (other than a Borrower) securing Indebtedness of such Subsidiary owing to exist in connection with Investments in repurchase agreements permitted under Section 8.02;a Borrower or a Guarantor; PROVIDED that the Operating Partnership may create Liens to secure any Indebtedness owed to the MLP. (m) normal and customary rights other Liens PROVIDED that notwithstanding the foregoing, in no event will the aggregate amount of setoff upon deposits Indebtedness secured thereby exceed at any time an amount equal to 1% 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsNet Tangible Assets.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 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 increasedincreased except as contemplated by Section 7.01(d), (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(b7.01(d); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) Landlords’ and lessors’ Liens in respect of rent not in default; Liens in respect of pledges or deposits under worker’s compensation, unemployment insurance, social security laws, or similar legislation (other than ERISA) or in connection with appeal and similar bonds incidental to litigation; mechanics’, laborers’, carriers’, warehousemans’, materialmen’s and similar Liens, if the obligations secured by such Liens are not then delinquent; Liens securing the performance of bids, tenders, contracts (other than for the payment of money); and statutory Liens obligations incidental to the conduct 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 its business and in an aggregate amount that do not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce materially detract from the same, plus (ii) $15,000,000 value of its property or materially impair the use thereof in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws operation of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)its business; (e) pledges or deposits Judgment Liens that shall not have been in existence for a period longer than 30 days after the ordinary course creation thereof or, if a stay of business in connection with workers’ compensationexecution shall have been obtained, unemployment insurance and other social security legislation, other for a period longer than any Lien imposed by ERISA;30 days after the expiration of such stay; 75911819_12 (f) deposits to secure Easements, rights of way, restrictions, encroachments, covenants running with the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds land and other obligations of similar charges or encumbrances relating to real property and not interfering in a like nature incurred in material way with the ordinary course conduct of its business; (g) easementsPurchase money Liens and Liens on real property securing construction or permanent real estate financing where: (i) with respect to Liens on real property under Synthetic Leases, rights-of-wayany such Lien does not exceed an amount equal to 100% of the lessor’s (or the lessor’s lender’s) contribution to the costs of the real property and improvements under Synthetic Lease agreements, restrictions including amounts incurred under such Synthetic Leases on account of bank fees, closing expenses, capitalized interest and other similar encumbrances affecting obligations; and (ii) in all other cases, the Lien does not exceed 100% of the cost of the real property which, in the aggregate, are and all improvements thereon and does not substantial in amount, which do not in any case materially detract from the value of extend beyond the property subject thereto purchased or materially interfere with constructed and does not extend to any other property other than the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)property purchased or constructed; (h) Liens securing judgments Security interests in favor of the issuer of any documentary letters of credit for the payment account of money not constituting an Event the Borrower covering any documents presented in connection with a drawing under any such letter of Default under Section 9.01(h) credit; all goods which are described in such documents or securing appeal or other surety bonds related to any such judgmentsletter of credit; and the proceeds thereof; (i) Liens not to exceed $75,000,000 in the aggregate outstanding at any time (i) on cash that is cash collateral securing Indebtedness permitted under Section 8.03;letters of credit not issued pursuant to the Loan Documents or (ii) on Insurance Trust Investments; and (j) Leases Security interests and Liens securing charges or subleases obligations of the Borrower and its Subsidiaries in amounts not to exceed $50,000,000 in the aggregate outstanding at any time in addition to those Liens permitted under subsections (a) through (i) of this Section 8.17; 7.02, provided, however, that with respect to purchase money Liens securing the purchase price of capital assets (kincluding rights of lessors under capital leases), (A) any interest of title of a lessor undereach such Lien is given solely to secure the purchase price of, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) the lease obligations relating to, leases permitted by this Agreement; (l) Liens deemed such asset, does not extend to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal any other property and customary rights of setoff upon deposits of cash in favor of banks is given at the time or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 within 30 days of the Uniform Commercial Code on items in acquisition of such asset, and (B) the course of collection; (o) Liens of sellers of goods to Indebtedness secured thereby does not exceed the Parent and any of its Subsidiaries arising under Article 2 lesser of the Uniform Commercial Code cost of such asset or similar provisions of applicable law in its fair market value at the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for time such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementssecurity interest attaches.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor (other than precautionary lease filings covering only the property subject to any such lease), or assign any accounts or other right to receive income, other than the following:following (collectively, “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 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 increasedincreased except as contemplated by Section 7.02(e), (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(b7.02(e); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s, lessor’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (i) Liens securing Indebtedness permitted under Section 8.03Sections 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) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and other Liens arising from UCC financing statements (or equivalent filings, registrations or agreements securing Indebtedness outstanding in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed an aggregate principal amount not 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsexceed $20,000,000.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon in or on the Property of the Borrower or any of its property, assets or revenuesSubsidiaries, whether now owned or hereafter acquired, other than the followingexcept: (a) the existing Liens pursuant listed in Schedule 7.12 hereto and other Liens existing on the Closing Date securing an obligation in an amount, in the case of each such obligation, of less than $5,000,000 (and extension, renewal and replacement Liens upon the same Property previously subject to any Loan Documentsuch an existing Lien, provided the amount secured by each Lien constituting such an extension, renewal or replacement Lien shall not exceed the amount secured by the Lien previously existing); (b) Liens existing on the Closing Date and listed on Schedule 8.01 arising from taxes, assessments, or claims described in Section 7.14 hereof that are not yet due or that remain payable without penalty or to the Disclosure Letter and any renewals or extensions thereof, provided that (i) extent permitted to remain unpaid under the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 proviso to such Section 8.03(b)7.14; (c) Liens (deposits or pledges to secure worker’s compensation, unemployment insurance, old age benefits or other than Liens imposed under ERISA) for taxessocial security obligations, assessments or governmental charges or levies 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; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits or to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or leases, or to secure statutory obligations, or stay, surety bonds (or appeal bonds, or other than bonds related to judgments pledges or litigation), performance bonds and other obligations deposits of a like nature incurred and all in the ordinary course of business; (d) Liens on Property securing all or part of the purchase price thereof (including without limitation Liens in respect of leases of personal or real Property) and Liens (whether or not assumed) existing in Property at the time of purchase thereof by the Borrower or a Subsidiary, as the case may be (and extension, renewal and replacement Liens upon the same property previously subject to a Lien described in this clause (d), provided the amount secured by each Lien constituting such extension, renewal or replacement shall not exceed the amount secured by the Lien previously existing), provided that each such Lien is confined solely to the Property so purchased, improvements thereto and proceeds thereof; (e) Liens resulting from progress payments or partial payments under United States Government contracts or subcontracts thereunder; (f) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and execution is stayed on all judgments resulting from any such proceedings; (g) zoning restrictions, easements, rights-of-wayminor restrictions on the use of real property, restrictions minor irregularities in title thereto and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which minor Liens that do not in any case the aggregate materially detract from the value of the property subject thereto a Property to, or materially interfere with the ordinary conduct of impair its use in the business of of, the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (Borrower or such approval to be in the sole discretion of the Administrative Agent);Subsidiary; and (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted in an aggregate amount at any time outstanding, as to all Indebtedness secured by Liens under Section 8.03; this clause (j) Leases or subleases permitted under Section 8.17; (k) any interest h), not exceeding, when aggregated with the aggregate outstanding amount of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases all Indebtedness permitted by this Agreement; (lSection 7.15(ii) Liens deemed at such time, an amount equal to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal and customary rights 12.5% 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsConsolidated Net Tangible Assets.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 8.01-1 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, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) 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 and in an aggregate amount not to exceed (in the aggregate)business, with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, provided that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached unfiled and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached same or are subject to some enforcement action and, being contested in each case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) (or securing appeal or other surety bonds related relating to such judgments) not in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than sixty consecutive days during which execution is not effectively stayed; (i) Liens securing Indebtedness permitted under Section 8.038.03(c); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the purchase price of the Property being acquired and (iii) such Liens attach to such Property concurrently with or within ninety days after the acquisition thereof; (j) Leases Liens securing purchase money Indebtedness (including obligations in respect of capital leases or subleases Synthetic Leases) permitted under Section 8.178.03(b); provided that such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness; (k) leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (l) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (lm) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (mn) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (no) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent in foreign jurisdictions) on items in the course of collection; (op) Liens of sellers of goods to the Parent Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (pq) Liens pursuant on Securitization Related Property created or deemed to any exist in connection with the Permitted PILOT Securitization Transaction, but only to the extent that such Liens are subject to the Intercreditor Agreement; and (qr) mortgage Liens on the real Property of any Person acquired after the Closing Date, provided that (i) the assets of the Tenants to such Liens secure their obligations under the Lease Agreements and Indebtedness permitted by Section 8.03(h); (ii) the assets of RHP Operations such Liens existed prior to such acquisition and Attractions Holdingswere not created in anticipation thereof, LLC and RHP Operations HoldCo, LLC (iii) such Liens are not extended to secure the guaranties of their obligations of the Tenants under the Lease Agreementsany other Property after such acquisition.

Liens. Create, incur, assume or suffer permit to exist any Lien upon on any of its property, property or assets or revenues, whether now owned or hereafter acquiredacquired by it (including, other than in the followingcase of securities owned by it, by the sale of such securities pursuant to any repurchase agreement or similar arrangement) or on any income or revenues or rights in respect of any thereof, except: (a) Liens pursuant to on property or assets of any Loan DocumentGuarantor or any Subsidiary existing on the date hereof and set forth in Schedule 6.02 and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the date hereof and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the date hereof; (b) Liens any Lien existing on the Closing Date and listed on Schedule 8.01 any property or asset prior to the Disclosure Letter and acquisition thereof by any renewals Guarantor or extensions thereof, any Subsidiary; provided that (i) the property covered thereby such Lien is not changed, created in contemplation of or in connection with such acquisition and (ii) the amount secured such Lien does not apply to any other property or benefited thereby is not increased, (iii) the direct assets of such Guarantor 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)such Subsidiary; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or the payment of which are being contested in good faith and is not at the time required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount securing obligations that are not to exceed (in yet due or the aggregate), with respect to payment of which is not at the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed time required by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 Section 5.03 or which do not in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce have a material adverse effect on the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached value or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws use of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)property encumbered thereby; (e) 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; (f) deposits to secure the performance of bids, trade contracts and (other than for obligations for the payment of borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, 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 Guarantors and whichthe Subsidiaries, with taken as a whole, and ground leases in respect to Borrowing Base Properties, have been reviewed and approved of real property on which facilities owned or leased by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)any Guarantor or any Subsidiary are located; (h) Liens securing judgments for any attachment or judgment Lien unless the payment of money not constituting judgment it secures would constitute an Event of Default under Section 9.01(hclause (i) or securing appeal or other surety bonds related to such judgmentsof Article VII; (i) Liens securing Indebtedness any interest or title of a lessor or lessee under any lease permitted under Section 8.03by this Agreement (including any Lien granted by such lessor or lessee); (j) Leases or subleases Liens on Cash and Carry Securities securing Indebtedness permitted under by Section 8.176.01(c); (k) Liens on receivables and notes payable owing from employees or investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any interest of title of a lessor under, and Liens arising from UCC financing statements (the foregoing or equivalent filings, registrations to investors in the Guarantors’ or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementthe Subsidiaries’ investment funds; (l) Liens deemed not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations permitted to exist be incurred hereunder in connection with Investments in repurchase agreements permitted under Section 8.02an aggregate principal amount not to exceed $200,000,000 (plus related obligations) at any time outstanding; (m) normal and customary rights immaterial Liens of setoff upon deposits any Loan Party or of cash in favor of banks or other depository institutionsany Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not interfere in any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection; , (oii) Liens of sellers of goods attaching to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code trading accounts or similar provisions of applicable law other brokerage accounts incurred in the ordinary course of business, covering only business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the goods sold right of set off) and securing only which are within the unpaid purchase price for such goods and related expensesgeneral parameters customary in the banking industry; (p) Liens pursuant deemed to any Permitted PILOT Transaction; andexist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (q) Liens on that are contractual rights of set-off (i) relating to the assets establishment of depository relations with banks or other financial institutions not given in connection with the Tenants to secure their obligations under the Lease Agreements and issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Guarantor or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by a Guarantor or a Subsidiary; and (r) Liens arising from precautionary Uniform Commercial Code financing statement filings; (s) Liens on assets of RHP Operations a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness described in Section 6.01(d) and Attractions Holdings, LLC and RHP Operations HoldCo, LLC related obligations; and (u) Liens required to secure the guaranties of their obligations of the Tenants under the Lease Agreementsbe created pursuant to this Agreement.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon in or on the Property of the Borrower or any of its property, assets or revenuesSubsidiaries, whether now owned or hereafter acquired, other than the followingexcept: (a) the existing Liens pursuant listed in Schedule 7.12 hereto and other Liens existing on the Closing Date securing an obligation in an amount, in the case of each such obligation, of less than $5,000,000 (and extension, renewal and replacement Liens upon the same Property previously subject to any Loan Documentsuch an existing Lien, provided the amount secured by each Lien constituting such an extension, renewal or replacement Lien shall not exceed the amount secured by the Lien previously existing); (b) Liens existing on the Closing Date and listed on Schedule 8.01 arising from taxes, assessments, or claims described in Section 7.14 hereof that are not yet due or that remain payable without penalty or to the Disclosure Letter and any renewals or extensions thereof, provided that (i) extent permitted to remain unpaid under the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 proviso to such Section 8.03(b)7.14; (c) Liens (deposits or pledges to secure worker’s compensation, unemployment insurance, old age benefits or other than Liens imposed under ERISA) for taxessocial security obligations, assessments or governmental charges or levies 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; (d) 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 and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (f) deposits or to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or leases, or to secure statutory obligations, or stay, surety bonds (or appeal bonds, or other than bonds related to judgments pledges or litigation), performance bonds and other obligations deposits of a like nature incurred and all in the ordinary course of business; (d) Liens on Property securing all or part of the purchase price thereof (including without limitation Liens in respect of leases of personal or real Property) and Liens (whether or not assumed) existing in Property at the time of purchase thereof by the Borrower or a Subsidiary, as the case may be (and extension, renewal and replacement Liens upon the same property previously subject to a Lien described in this clause (d), provided the amount secured by each Lien constituting such extension, renewal or replacement shall not exceed the amount secured by the Lien previously existing), provided that each such Lien is confined solely to the Property so purchased, improvements thereto and proceeds thereof; (e) Liens resulting from progress payments or partial payments under United States Government contracts or subcontracts thereunder; (f) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and execution is stayed on all judgments resulting from any such proceedings; (g) zoning restrictions, easements, rights-of-wayminor restrictions on the use of real property, restrictions minor irregularities in title thereto and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which minor Liens that do not in any case the aggregate materially detract from the value of the property subject thereto a Property to, or materially interfere with the ordinary conduct of impair its use in the business of of, the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (Borrower or such approval to be in the sole discretion of the Administrative Agent);Subsidiary; and (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted in an aggregate amount, as to all Indebtedness secured by Liens under Section 8.03; this clause (j) Leases or subleases permitted under Section 8.17; (k) any interest h), not exceeding, when aggregated with the aggregate amount of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases Indebtedness 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 and 7.15(ii), $150,000,000 at any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementstime outstanding.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its Borrowing Base Oil and Gas Properties, or any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 7.01 hereto and any renewals or renewals, rearrangements, amendments, modifications and/or extensions thereof, provided that (i) that, the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments assessments, or other governmental charges or levies 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; (d) statutory Liens of landlords and Liens of operators’, vendors’, carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business or which are incident to the exploration, development, operation, and maintenance of the Borrower’s Oil and Gas Properties, not overdue for a period of more than thirty days or which are being contested in an aggregate amount not to exceed (in the aggregate)good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) books of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (e) Liens in favor of operators and non-operators under joint operating agreements or similar contractual arrangements arising in the ordinary course of the business of the Borrower to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (f) Liens under production sales agreements, division orders, operating agreements, and other agreements customary in the oil and gas business for processing, producing, and selling hydrocarbons securing obligations not constituting Indebtedness and provided that such Liens do not secure obligations to deliver hydrocarbons at some future date without receiving full payment therefor within 90 days of delivery; (g) pledges or deposits in the ordinary course of business or Liens in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fh) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gi) 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 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (hj) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related relating to such judgments; (ik) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under7.03(e); provided that, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) such Liens do not at any time encumber any property other than the assets of the Tenants to secure their obligations under the Lease Agreements property financed by such Indebtedness and (ii) the assets of RHP Operations and Attractions HoldingsIndebtedness secured thereby does not exceed the cost or fair market value, LLC and RHP Operations HoldCowhichever is lower, LLC to secure the guaranties of their obligations of the Tenants under property being acquired on the Lease Agreementsdate of acquisition; and (l) the Texaco Lien.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 7.01(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount of the obligations secured or benefited thereby is not increasedincreased except, in respect of Indebtedness, if permitted by Section 7.02(e), (iii) the no additional Loan Party shall become a direct or any contingent obligor with respect thereto is not changed, of the obligations secured thereby and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.02(e); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) (i) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, or title defects 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, and which(ii) Permitted Encumbrances; provided further, with respect that if a Loan Party or any Subsidiary is permitted to Borrowing Base Properties, create or suffer any of the Permitted Liens described in this Section 7.01(g) that have been reviewed and approved by or will be recorded against the applicable property after the date hereof, the Administrative Agent (such approval to be in shall subordinate the sole discretion lien of the Administrative Agent)mortgage to such Permitted Lien, promptly after any such written request by a Loan Party or Subsidiary, as applicable; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.037.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed the cost of the property being acquired, constructed or improved on the date such Indebtedness is incurred and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases; (j) Leases Liens on property of a Person existing at the time such Person is merged into or subleases consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or on any Property acquired, in each case, in connection with any Acquisition permitted under Section 8.177.03(f); provided that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary and the obligations secured thereby are permitted under Section 7.02(g); (k) (i) Liens created by any interest Loan Party in favor of title any other Loan Party and (ii) Liens created by any Subsidiary that is not a Loan Party in favor of a lessor under, and Liens arising from UCC financing statements (the Borrower or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementany other Subsidiary; (li) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases and (ii) Uniform Commercial Code filings in respect of Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Section 8.027.01; (m) normal Liens on equipment, inventory and customary rights goods, including supplies, materials and work in process, created in the ordinary course of setoff upon deposits of cash business in favor of banks or other depository institutionsa Governmental Party by operation of Parts 32 and 45 of the Federal Acquisition Regulation, all implementing contract provisions at Part 52, and any corresponding provisions in any applicable agency Federal Acquisition Regulation Supplement in connection with the performance by the Borrower and its Subsidiaries under a Government Contract (and not arising out of a default under such Government Contract); (n) other Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items securing obligations outstanding in the course of collection;an aggregate amount not to exceed $50,000,000; and (o) Liens on any segregated and identifiable proceeds of sellers any assets subject to a Lien permitted by the foregoing clauses of goods this Section 7.01 to the Parent and any extent the documents governing such Liens expressly provide therefor or such Liens arise as a matter of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementslaw.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document[reserved]; (b) Liens existing on the Closing Date date of this Agreement and listed on Schedule 8.01 to the Disclosure Letter 10.1 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 increasedincreased except as contemplated by Section 10.3(a)(iv), 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(b10.3(a)(iv); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments assessments, obligations under workers’ compensation or governmental other social security legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet due overdue, 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) statutory inchoate Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens charges imposed by law and incidental to construction, maintenance, development or pursuant to customary reservations operation of properties, or retentions the operation of title arising business, in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) if payment of the construction budget obligation secured thereby is not yet overdue or if the validity or amount of any hotel then which is being constructed contested in good faith by the Loan Parties (including construction costs with respect to MLP, the Issuer or any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)its Restricted Subsidiaries; (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 ERISA; (f) deposits to secure the performance of bids, tenders, trade or government contracts and leases (other than for Indebtedness), licenses, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bonds, performance bonds, completion bonds and other obligations of a like nature kind, in each case incurred in the ordinary course of business; (gf) easements, servitudes, rights-of-way, restrictions way and other similar encumbrances affecting real property whichrights, in the aggregateexceptions, are not substantial in amountreservations, which conditions, limitations, covenants and other restrictions that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct operation, value or use of the business properties affected thereby; (g) any Lien on any asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the applicable Person and whichcost of acquiring such asset, provided that such Lien attaches to such asset concurrently with respect to Borrowing Base Properties, have been reviewed and approved by or within 180 days after the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)acquisition thereof; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h11(g) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03existing on any property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the MLP, the Issuer or any Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary and any renewals, extensions and modifications (but not increases) thereof; (j) Leases conventional provisions contained in contracts or subleases permitted agreements affecting properties under Section 8.17which the Issuer, the MLP or a Restricted Subsidiary is required immediately before the expiration, termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any interest Lien consisting of title (i) landlord’s liens under leases to which the MLP, the Issuer or any of its Restricted Subsidiaries is a lessor underparty or other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases (other than Liens securing Indebtedness), (ii) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the MLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the MLP, the Issuer or any such Restricted Subsidiary, (iii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any governmental authority or public utility to terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsiv) relating to, leases permitted by this Agreementzoning laws and ordinances and municipal regulations; (l) Liens deemed to exist on the Equity Interests in, or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the payment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and (a)(iii) of the definition of “Non-Recourse” set forth in connection with Investments in repurchase agreements permitted under Section 8.02Schedule B; (m) normal Liens that ratably secure the Notes and other Indebtedness, subject to customary rights collateral trust or similar arrangements and execution by the Purchasers (or their agent) and the other necessary parties of setoff upon deposits of cash in favor of banks or other depository institutions;appropriate documentation governing such arrangement; and (n) Liens securing Indebtedness in an aggregate principal amount not to exceed, at the time of a collection bank arising under Section 4-210 incurrence of such Indebtedness, an amount equal to 10% of Consolidated Net Tangible Assets as of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price most recent Quarter-End Date for such goods and related expenses; (p) Liens which financial statements have been delivered pursuant to any Permitted PILOT Transaction; and Section 7.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (qincluding dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) Liens on (i) the assets of the Tenants of, and property evidencing or embodying, or constituting rights or other general intangibles directly relating to secure their obligations under the Lease Agreements or arising out of, and (ii) the assets of RHP Operations accessions and Attractions Holdingsimprovements to, LLC and RHP Operations HoldCo, LLC such property subject to secure the guaranties of their obligations of the Tenants under the Lease Agreementssuch Liens.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens pursuant to any Loan DocumentDocument or otherwise in favor of the Lender; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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 increasedincreased except as contemplated by Section 7.02(b), (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(b7.02(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Statutory Liens of landlords and Liens of such as carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title 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 in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise Person; provided security reasonably satisfactory to the Administrative Agent (which may be in the form of that a reserve against Borrower’s availability for Revolving Loans), or other appropriate provision shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)have been made therefor; (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 ERISA; (f) Liens incurred or deposits made to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) 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 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (i) Liens securing Indebtedness permitted under Section 8.03;7.02(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. (ji) Leases licenses, sublicenses, leases or subleases permitted under Section 8.17granted to other persons in the ordinary course of business not interfering in any material respect with the 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) any interest of title of a lessor under, and Liens arising from UCC financing statements (solely by virtue of any statutory or equivalent filingscommon law provision relating to bankers’ liens, registrations rights of setoff or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementsimilar rights and remedies as to deposit accounts or to other funds maintained with a depository institution; (l) Liens deemed to exist licenses of intellectual property granted by any Loan Party in connection the ordinary course of business and not interfering in any material respect with Investments in repurchase agreements permitted under Section 8.02the ordinary conduct of business of the Loan Parties; (m) normal and customary rights filing of setoff upon deposits of cash UCC financing statements solely as a precautionary measure in favor of banks or other depository institutionsconnection with operating leases; (n) Liens of a collection collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code on UCC covering only the items in the course of collectionbeing collected upon; (o) Liens of sellers of goods to the Parent and good faith deposits required in connection with any of its Subsidiaries arising investment transaction permitted under Article 2 of the Uniform Commercial Code 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;Section 7.03; and (p) Liens pursuant to the extent constituting a Lien, escrow arrangements securing indemnification obligations associated any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations investment transaction permitted under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsSection 7.03.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Restricted Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens pursuant to any Loan DocumentDocument(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 existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 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 increasedincreased except as contemplated by Section 7.02(d), (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(b7.02(d); (c) Liens (other than Liens imposed under ERISA) by law for taxes, assessments or governmental charges or levies of any Governmental Authority for claims not yet due delinquent or which are being contested in good faith and 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 GAAP; (d) 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 created in the ordinary course of business and in an aggregate amount not to exceed (in existence less than 90 days from the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) date of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only creation thereof for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined or other appropriate provisions are being maintained in accordance with GAAP have been established; provided, that and which Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve are not yet enforceable against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)other creditors; (e) pledges Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security legislationbenefits or to secure the performance of tenders, bids, leases, contracts (other than any Lien imposed by ERISAfor the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (f) deposits to secure the performance of bids, trade contracts easements (including reciprocal easement agreements and leases (other than Indebtednessutility agreements), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances affecting real property which, in the aggregate, are (whether or not substantial in amountrecorded), 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 Borrowing Base Properties, have been reviewed and approved by which do not materially detract from the Administrative Agent (such approval to be in the sole discretion value of the Administrative Agent)property to which they attach or materially impair the use thereof to the Borrower or any Subsidiary; (hg) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (ih) Liens securing Indebtedness permitted under Section 8.037.02(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) Leases any interest or subleases permitted title of a lessor or sublessor under Section 8.17any lease entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and covering only the assets so leased; (k) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any interest of title of a lessor under, and Liens arising from UCC financing statements (statutory or equivalent filings, registrations or agreements in foreign jurisdictions) common law provision relating to, leases permitted by this Agreementto banker’s liens; (l) Liens deemed leases, licenses, subleases or sublicenses granted to exist others in connection the ordinary course of business that (i) do not interfere in any material respect with Investments in repurchase agreements permitted under Section 8.02the business of the Borrower or any of the Subsidiaries and (ii) do not secure any Indebtedness; (m) normal and customary rights of setoff upon deposits of cash Liens in favor of banks or other depository institutionscustoms 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 items in the course of collection; , (oii) Liens of sellers of goods attaching to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code commodity trading accounts or similar provisions of applicable law other commodities brokerage accounts incurred in the ordinary course of business, covering only and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the goods sold right of setoff) and securing only that are within the unpaid general parameters customary in the banking industry; (o) Liens (i) on cash advances in favor of the 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 goods and related expensesInvestment, 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 pursuant to arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Permitted PILOT Transactionof the Restricted Subsidiaries in the ordinary course of business; and (q) other Liens on (i) the assets of the Tenants securing Indebtedness outstanding in an aggregate principal amount not to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsexceed $50,000,000.

Liens. CreateNo Loan Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist any Lien upon on the Property of any of its property, assets Loan Party or revenuesany Subsidiary, whether now owned or hereafter acquired, or assign any right to receive any income, other than the following:following (collectively, the “Permitted Liens”): (a) Liens securing the Secured Obligations pursuant to any Loan Documentthe Security Documents; (b) Liens existing on the Closing Date imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and listed on Schedule 8.01 to the Disclosure Letter 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, (iii) the direct or any contingent obligor with respect thereto is not changedrepairmen’s liens, and (iv) any renewal other similar liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or extension of the obligations secured are being contested in good faith by appropriate procedures or benefited thereby is permitted by Section 8.03(b)proceedings and for which adequate reserves have been established; (c) Liens (for Taxes, assessment, or other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies which are not yet due and payable or which are being actively contested in good faith and by appropriate proceedings diligently conducted, if and adequate reserves with respect thereto are maintained on the books of the applicable Person for such items have been made in accordance with GAAP; (d) statutory Liens securing purchase money Debt or Capital Lease obligations permitted under Section 6.1(d); provided that (i) each such Lien encumbers only the Property purchased in connection with the creation of landlords any such purchase money Debt or is the subject of any such Capital Lease, and all proceeds thereof (including insurance proceeds), and the amount secured thereby is not increased, and (ii) such Lien does not attach to any Oil and Gas Properties evaluated in the Reserve Report used in the most recent determination of the Borrowing Base; provided that, at any time that the Second Lien Loan Documents would prohibit a Lien securing purchase money Debt, this clause (d) shall be deemed to exclude purchase money Debt; (e) encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of any Loan Party to use such assets in its business, and none of which is violated in any material aspect by existing or proposed structures or land use; (f) judgment and attachment Liens not giving rise to an Event of carriersDefault, warehousemen, mechanics, materialmen provided that (i) any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and suppliers (ii) no action to enforce such Lien has been commenced; (g) Liens in favor a banking institution arising by operation of law encumbering deposits in accounts that are not subject to Account Control Agreements and other Liens imposed that are not required to be subject to Account Control Agreements in accordance with the terms hereof held by law or pursuant to customary reservations or retentions of title arising such banking institution incurred in the ordinary course of business and in an aggregate amount not to exceed (which are within the general parameters customary in the aggregate)banking industry; (h) Liens arising under operating agreements, with respect to unitization and pooling agreements and orders, farmout agreements, gas balancing agreements, and other agreements, in each case that are customary in the Borrowing Base Propertiesoil, gas and mineral production business and that are entered into by any Loan Party in the ordinary course of business provided that (i) an amount equal to (A) ten percent (10.0%) such Liens are taken into account in computing the net revenue interests and working interests of the construction budget Borrower or any of any hotel then its Subsidiaries warranted in the Security Documents or this Agreement, (ii) such Liens do not secure borrowed money, (iii) such Liens secure amounts that are not yet due or are being constructed contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor, (iv) such Liens are limited to the assets that are the subject of such agreements, and (vi) such Liens, if in favor of an Affiliate of a Loan Party, is subordinated to the Obligations pursuant to a Subordination Agreement; (i) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 warranted in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced Security Documents or in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Agreement; (ej) pledges or deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and or other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments laws or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17regulations; (k) any interest of title of a lessor under, Liens on property not constituting Collateral and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases not otherwise permitted by the foregoing clauses of this Agreement;Section 6.2; provided that the aggregate principal or face amount of all Debt secured under this Section 6.2(k) shall not exceed $500,000; and (l) Liens deemed securing Second Lien Debt to exist in connection with Investments in repurchase agreements the extent 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 the Intercreditor Agreement; provided that, subject to the terms of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of businessIntercreditor Agreement, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of collateral with respect to which a Lien is granted as security for the Tenants Second Lien Debt shall be limited to secure their obligations under the Lease Agreements Collateral hereunder and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC Liens securing the Obligations shall be senior to secure the guaranties of their obligations of Liens securing the Tenants under the Lease AgreementsSecond Lien Debt.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the applicable Person relevant Subsidiary, as the case may be, in accordance with GAAPGAAP and (ii) all such Liens, individually and in the aggregate, are not reasonably expected to have a Material Adverse Effect; (db) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and landlords’, materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business in respect of obligations which are not yet delinquent or which are bonded or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, by appropriate proceedings if (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs adequate reserves with respect to any portion thereto are maintained on the books of an operating hotel then subject to an expansionHoldco, but in all cases excluding pre-opening costs and capitalized interest related to any such property)Borrower or the relevant Subsidiary, plus (B) $50,000,000 in as the aggregate with respect to all other operating properties; providedcase may be, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause and (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does Liens do not, under in the laws aggregate, materially impair the use of the applicable jurisdictionProperty of Holdco, attach to Borrower and the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be Subsidiaries, taken as a whole, in the form operation of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)their business; (ec) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, legislation or other than any Lien imposed by ERISAsimilar insurance; (fd) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or government contracts, leases, licenses, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature (in each case, other than for borrowed money) incurred in the ordinary course of business, deposits and/or escrow accounts in respect of divestitures that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to the extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any such Lien against any of the Collateral, to the extent such Liens are not imposed by law, such Lien shall in no event encumber any Collateral other than cash and Cash Equivalents; (e) easements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, minor encroachments, and other similar minor encumbrances defects or irregularities in title which do not, individually or in the aggregate materially detract from the value or marketability of the Real Property to which it relates or, individually or in the aggregate, materially interfere with or adversely affect in any material respect the ordinary conduct of the business of Borrower and its Subsidiaries on the Real Property subject thereto or which are set forth in the title insurance policy delivered with respect to the Mortgaged Properties; (f) Liens securing the Secured Obligations; (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no such Lien incurred in connection with such Indebtedness shall extend to or cover other Property other than the respective Property so acquired (except that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender) and proceeds thereof, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of acquiring, constructing or improving such fixed or capital assets, including transaction costs incurred in connection therewith or (B) the original purchase price of such property; (h) Liens existing on the Closing Date after giving effect to the consummation of the Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien shall extend to or cover other Property of any Loan Party other than the respective Property encumbered by such Lien on the Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure Indebtedness in an aggregate amount greater than the amount secured by the replaced or substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing Date pursuant the definition thereof; (i) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit; (j) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which Borrower or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any Real Property; (k) leases or subleases or licenses or sublicenses with respect to the assets or properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and, in the case of any lease or sublease entered into after the Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage and (ii) do not, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the assets or property subject thereto; (l) Liens on goods (and proceeds thereof) financed with drawings under commercial letters of credit securing reimbursement obligations in respect of such commercial letters of credit (other than letters of credit issued in contravention of this Agreement); (m) interests of lessors under leases, operating leases, subleases and UCC financing statements in respect thereof; (n) interests of a licensor or lessor under a license or sublicense agreement or lease; (o) precautionary UCC financing statements filed against a Loan Party as lessee or sublessee or consignee; (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not to exceed $5.0 million and (ii) Section 6.01 (m); (q) judgment Liens with respect to judgments that do not otherwise result in or cause an Event of Default under Section 7.01(f); (r) Liens in favor of customs and revenues authorities securing payment of custom duties in connection with the import of goods; (s) Liens granted on the Collateral to secure Indebtedness permitted pursuant to Section 6.01(a); provided that such Liens are in accordance with the terms of the Intercreditor Agreement (t) Liens against the landlord’s interest in any Real Property with respect to which any Loan Party holds an interest pursuant to a Lease; provided, however, that (i) the landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have entered into a non-disturbance agreement in form and substance reasonably acceptable to the Collateral Agent, except to the extent that after using commercially reasonable efforts to do so the Loan Parties and such lienholder were unable to enter such an agreement; (u) (i) banker’s liens and rights of setoff relating to deposit accounts or that otherwise arise under Article 4 of the UCC on items in connection (and documents and proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) Liens arising as a matter of law relating to purchase orders and other agreements entered into with customers of Borrower or any Subsidiary in the ordinary course of business; (gv) easements(i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits 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, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which do not in casualty or liability insurance to Borrower or 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Subsidiary; (hw) Liens securing judgments for any Lien existing on any property or asset prior to the payment acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of money any Person that becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not constituting created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of any Indebtedness assumed in such acquisition and permitted pursuant to Section 6.10(n) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an Event amount not in excess of Default under Section 9.01(hfees and expenses, including premium and defeasance costs, associated therewith) or securing appeal or other surety bonds related to such judgmentsresult in a decreased average weighted life thereof; (ix) Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens on securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06; (z) Liens granted by any Subsidiary that is not a Loan Party in favor of Borrower or any other Loan Party in respect of Indebtedness owed by such Subsidiary; and (aa) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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; obligations in an aggregate amount not to exceed $22,000,000 at any one time; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items as defined in the course of collection; (o) Security Agreement), other than Liens of sellers of goods granted pursuant to the Parent and any of its Subsidiaries arising under Article 2 of Security Documents or, subject to the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of businessIntercreditor Agreement, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsFirst Lien Obligations.

Liens. CreateBorrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its property, properties or assets or revenuesany of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, other than except the following: following (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereofcollectively, provided that "PERMITTED LIENS"): (i) Liens under the property covered thereby is not changedLoan Documents or otherwise arising in favor of Lender, (ii) the amount secured or benefited thereby is not increased, (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); (c) Liens (other than Liens imposed under ERISA) by law for taxes, assessments or governmental charges or levies of any Governmental Authority for claims not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable by such Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Liens Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen materialmen, and suppliers and (B) other Liens imposed by law or pursuant to customary reservations or retentions that arise by operation of title arising law in the ordinary course of business and from the date of creation thereof, in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined or other appropriate provisions are being maintained by such Person in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(iessatisfaction of Lender in its sole discretion, (iv) or Liens (yA) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; (f) 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 bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichobligations, in the aggregateor (B) arising as a result of progress payments under government contracts, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); v) purchase money Liens (hA) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; 7.2(iii), or (jB) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 the purchase by such Person 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 equipment in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary normal course of business, covering only the goods sold provided that such payables shall not exceed any limits on Indebtedness provided for herein and securing only the unpaid purchase price for such goods and related expenses; shall otherwise be Permitted Indebtedness hereunder, (pvi) Liens pursuant necessary and desirable for the operation of such Person's business, provided Lender has consented to any Permitted PILOT Transactionsuch Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; and and (qvii) Liens disclosed on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsSchedule 7.3.

Liens. CreateEach Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Hydrocarbon Interests, assets accounts receivable and Equity Interests in Subsidiaries or revenuesother Persons), whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Documentsecuring payment of the Obligations; (b) purchase money Liens existing on securing Indebtedness of the Closing Date and listed on Schedule 8.01 type permitted under Section 8.1(b) incurred to finance the Disclosure Letter and any renewals acquisition of specific fixed assets or extensions thereof, equipment; provided that (iw) such Lien is created within sixty (60) days of the incurrence of such Indebtedness, (x) the property covered principal amount of the Indebtedness secured thereby is does not changedexceed the lesser of the cost or the fair market value of such fixed assets or equipment, (iiy) 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 or benefited thereby is not increased, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due at the time delinquent (provided that no foreclosure, sale or which other enforcement proceedings in respect thereof have been initiated) or that are being diligently contested in good faith and 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; (d) statutory Liens of landlords and Liens of carrierscarrier’s, warehousemen’s, mechanics’, materialmen materialmen’s, repairmen’s, landlords’ or other 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 suppliers for which adequate reserves in accordance with GAAP shall have been set aside; (e) Liens in favor of operators and other Liens imposed by law or pursuant to customary reservations or retentions of title non-operators under joint operating agreements arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) secure amounts owing by such Borrower or any of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, its Subsidiaries that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts are not yet due or that are being diligently contested in good faith by appropriate proceedings and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP shall have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)set aside; (ef) 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; (fh) 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 bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness of such Borrower or any of its Subsidiaries; (gj) 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 real property 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, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion Borrower or any of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 8.02its Subsidiaries; (m) normal and customary rights of setoff upon deposits of cash Liens, if any, granted in favor of banks the LC Issuer to cash collateralize or other depository institutions;otherwise secure the obligations of an LC Participant that is a Delinquent Lender to fund risk participations hereunder; and (n) Liens of a collection bank arising under Section 4-210 specified in Item 8.2 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsDisclosure Schedule.

Liens. CreateSuch Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon on any of its property, assets or revenues, whether property now owned by it, or hereafter acquiredassign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, other than the followingexcept: (a) Liens pursuant to any Loan Documentsecuring the Obligations; (b) Liens any Lien on any property or asset of the Borrower or any of its Subsidiaries existing on the Closing Date date hereof and listed on set forth in Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of the property covered thereby is not changed, Borrower 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 secured or benefited thereby is not increased, (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)thereof; (c) Liens securing Indebtedness permitted under clauses (other than f) and (h) of Section 9.01; provided that such Liens imposed under ERISAare restricted solely to the collateral described in such clause (f) for taxesor (h), assessments or governmental charges or levies 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 GAAPas applicable; (d) 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 Law which were incurred in the ordinary course of title business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business and in an aggregate amount which (x) do not to exceed (in the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect materially detract from the value of the property subject thereto or 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 have the effect of preventing the forfeiture or sale of the property subject to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined have been made if required in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (e) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and or other similar social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bidsLiens securing Taxes, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds assessments and other obligations governmental charges, the payment of a like nature incurred which is not yet due or is being contested in the ordinary course of businessgood faith by appropriate 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) servitudes, easements, rights-of-rights of way, restrictions and other similar encumbrances affecting on real property imposed by any Law and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or 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 the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion any of the Administrative Agent)Obligors; (h) with respect to any real property, (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 conditions expressed in 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 ordinary conduct of the business of any 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 9.01(h) or securing appeal or other surety bonds related to such judgments11.01(i); (ik) licenses (including licenses of Intellectual Property), sublicenses, leases or subleases granted by the Borrower or its Subsidiaries to third parties in the ordinary course of business and not prohibited by the terms hereof or any other Loan Document, including, without limitation, Section 9.13(b); (l) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases 9.01(i); provided that no Lien otherwise permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of businessclauses (c), covering only the goods sold (g), (h) and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants above shall apply to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsany Material Intellectual Property.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (each a “Permitted Lien” and collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 8.01 to the Disclosure Letter 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, (iii) the direct or any contingent obligor with respect thereto is not changed, increased and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h8.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness capital leases permitted under Section 8.037.03(e); 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) Leases or subleases permitted under Section 8.17;Liens on capital stock of the Guarantors securing the Debt Securities; and (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed to exist on margin accounts established in connection with Investments in repurchase agreements Swap Contracts 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreements7.11.

Liens. Create, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Equity Interests or other securities of its propertyany Person, assets including the Borrower or revenues, whether any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept: (a) Liens pursuant on property or assets of the Borrower and the Subsidiaries existing on the date hereof and set forth in Schedule 6.02 or reflected in the title insurance policies delivered to any Loan Documentthe Administrative Agent; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder; (b) Liens any Lien created under the Loan Documents; (c) any Lien existing on the Closing Date and listed on Schedule 8.01 any property or asset prior to the Disclosure Letter and acquisition thereof by the Borrower or any renewals Subsidiary or extensions thereofexisting on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (i) the property covered thereby such Lien is not changedcreated in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings, the amount secured Borrower or benefited thereby is not increased, any Subsidiary and (iii) such Lien secures only those obligations which it secures on the direct date of such acquisition or any contingent obligor with respect thereto is not changedthe date such Person becomes a Subsidiary, and (iv) any renewal or extension of as the obligations secured or benefited thereby is permitted by Section 8.03(b)case may be; (cd) Liens (other than Liens imposed under ERISA) for taxes, assessments assessments, water charges, sewer rents or governmental charges or levies which are not yet due delinquent or which 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 Person in accordance with GAAPSection 5.03; (de) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s, suppliers’, construction or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, securing obligations which are (i) an amount equal incident to the construction, operation, maintenance, repair, restoration or improvement of any property or asset and (ii) (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus not yet delinquent or (B) $50,000,000 being contested in the aggregate compliance with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)5.03; (ef) Liens, 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 or regulations; (fg) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than IndebtednessCapital Lease Obligations but including new store leases), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property Liens incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, which amount and 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion Borrower or any of the Administrative Agent)Subsidiaries; (hi) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (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) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (j) judgment Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.177.01; (k) any interest of title of a lessor under, and Liens arising from UCC 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 collecting banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items New York UCC and Liens (including the right of set-off) in the course favor of collectiona bank or other depository institution arising as a matter of law encumbering deposits; (ol) Liens any interest or title of sellers of goods to the Parent and a lessor or licensor under any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code operating lease or similar provisions of applicable law license entered into by any Loan Party in the ordinary course of business, business and covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transactionassets leased or licensed; and (qm) other Liens on (i) the assets of the Tenants securing liabilities in an aggregate amount not to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsexceed $5,000,000 at any time outstanding.

Liens. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Lien upon with respect to any of its property, assets or revenuesProperty, whether now owned or hereafter after acquired, other than the followingexcept for: (a) Liens pursuant in favor of the Agent to any Loan Documentsecure the Credit Party Obligations; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedLiens, about which any Credit Party has had knowledge for less than thirty (ii30) the days, in an aggregate amount secured or benefited thereby is not increased, (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); (c) Liens less than $200,000 (other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or, if due, are for taxes, assessments or governmental charges or levies that are more than five (5) days from the date on which are such items may be deemed delinquent or on which penalties for non-payment may be assessed or (ii) Liens for taxes being contested in good faith and 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 GAAPGAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (dc) 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 and business, in each case which any Credit Party has had knowledge for less than thirty (30) days, in an aggregate amount not to exceed (in the aggregate)less than $200,000, with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, provided that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached unfiled and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached same or are subject to some enforcement action and, being contested in each case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause established (ii) with respect and as to which the Borrower (x) has procured bonding Property subject to any such that the applicable Lien does notis not yet subject to foreclosure, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) sale or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(dloss on account thereof); (ed) pledges Liens (other than Liens created or imposed under ERISA) incurred or deposits made by any Consolidated Party in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the ordinary course payment of businessborrowed money); (ge) Liens in connection with attachments or judgments (including judgment or appeal bonds) provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay; (f) easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances affecting real property whichnot, in any material respect, impairing the aggregate, are not substantial in amount, which do not in any case materially detract from the value use of the property subject thereto encumbered Property for its intended purposes; (g) Liens on Property of any Person securing purchase money Indebtedness (including Capital Leases and Synthetic Leases) of such Person permitted under Section 8.1(c), provided that any such Lien attaches to such Property concurrently with or materially interfere with within 90 days after the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)acquisition thereof; (h) Liens securing judgments for leases or subleases granted to others not interfering in any material respect with the payment business of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsany Consolidated Party; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Credit Agreement; (lj) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.028.6; (mk) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nl) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (om) Liens of sellers of goods to the Parent Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (pn) Liens pursuant existing as of the Closing Date as set forth or as contemplated on Schedule 8.2; provided that no such Lien shall at any time be extended to or cover any Permitted PILOT TransactionProperty other than the Property subject thereto on the Closing Date (other than in connection with the collateral substitution provisions contained in the 2001-A Term Securitization Documents); (o) Liens on property owned by USRP (Xxx), LLC, USRP (Hawaii), LLC and/or Fuel Supply, Inc. created in connection with the Hawaii Loan Documents; and (qp) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementssecuring Indebtedness described in Section 8.1(h)(ii).

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens created pursuant to any Loan Documentthe Credit 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 was a Lender or Affiliate of a Lender at the time it entered into such Swap Contract, provided that such Swap Contracts are otherwise permitted under Section 8.03; (c) Liens existing on the Closing Date and listed on Schedule 8.01 8.01, or, to the Disclosure Letter 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 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, (iii) the direct or any contingent obligor with respect thereto is not changed, proceeds and (iv) any renewal or extension products of the obligations secured or benefited thereby is permitted by Section 8.03(bforegoing); (cd) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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 to the books of the applicable Person in accordance with GAAPextent non-payment thereof is permitted under Section 7.05; (de) 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 and in an aggregate amount not to exceed (in the aggregate)business, with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, provided that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached unfiled and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached are not overdue by more than 30 days, or are subject to some enforcement action and, being contested in each case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause established (ii) with respect and as to which the Borrower property subject to any such Lien is not yet subject to a foreclosure, sale or loss proceeding on account thereof (x) other than a proceeding where foreclosure, sale or loss has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loansbeen stayed), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (ef) 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, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the ordinary course payment of businessborrowed money); (g) Liens in connection with attachments or judgments (including judgment or appeal bonds) that do not result in an Event of Default 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 real property whichcharges or encumbrances, whether or not of record, that do not, in the aggregate, are not substantial in amount, 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 and whichBorrower or its Subsidiaries, with or in respect of any real property which is subject to Borrowing Base Propertiesa Mortgage, have been reviewed and approved 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 (such approval to be and which is included in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsany title policy; (i) Liens on property of any Person securing purchase money and Sale and Leaseback Transaction Indebtedness permitted (including capital leases and Synthetic Leases) of such Person, in each case to the extent incurred under Section 8.038.03(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) Leases licenses, sublicenses, leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of any member of the Consolidated Group; (k) any interest of or title of a lessor or sublessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and subleases permitted by this Credit Agreement; (l) 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 and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Investments permitted under by Section 8.028.02 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 institutionsinstitutions 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 sellers 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 acquisition and do not attach or extend to any Property other than the Property so acquired (or, in the case of goods Liens securing a refinancing of such Indebtedness pursuant to 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 Parent 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 respect of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its the Subsidiaries arising under Article 2 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 Uniform Commercial Code organizational documents or similar provisions material contracts of applicable law 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 businessbusiness so long as such Liens are extinguished when such goods or inventory are delivered to the Borrower or a Subsidiary; provided, covering that such Lien secures only the goods sold and securing only obligations of the unpaid purchase price for Borrower or such goods and related expensesSubsidiaries in respect of such bankers’ acceptance or bank guarantee to the extent permitted under Section 8.03; (pw) Liens pursuant securing insurance premiums financing arrangements, provided, that such Liens are limited to any Permitted PILOT Transactionthe applicable unearned insurance premiums; and (qx) Liens on (i) the assets in favor of the Tenants Borrower or any Guarantor; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to secure their obligations under the Lease Agreements Administrative Agent a subordination agreement in form and (ii) substance reasonably satisfactory to the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsAdministrative Agent.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following Liens (herein referred to as “Permitted Liens”): (a) Liens (i) securing Indebtedness in respect of the Senior Secured Notes, to the extent permitted pursuant to Section 7.02(c)(i); provided that such Liens shall be subject to the provisions of the Intercreditor Agreement; and (ii) pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (dc) statutory Liens of landlords and Liens of landlord’s, carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s, construction contractors’ or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (ed) Liens (including pledges or deposits in the ordinary course of business deposits) in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation or letters of credit or guarantees issued in respect thereof, in each case incurred in the ordinary course of business, other than any Lien imposed by ERISA; (fe) deposits Liens (including pledges or deposits) to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, stay and appeal bonds, performance bonds bonds, governmental contracts and other obligations of a like nature or letters of credit or guarantees issued in respect thereof, in each case incurred in the ordinary course of business; (gf) (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, licenses, covenants and other similar encumbrances affecting 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 Borrowing Base Properties, have been reviewed and (ii) other Liens or matters approved by the Administrative Agent (such approval to be in any policy of title insurance issued in connection with the sole discretion of the Administrative Agent)Mortgages; (hg) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments8.01(h); (ih) Liens securing Indebtedness permitted under Section 8.037.02(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 cost of the property being acquired on the date of acquisition; (i) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d) and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(d); (j) Leases licenses, leases or subleases permitted under Section 8.17entered into in the ordinary course of business granted to others not interfering in any material respect with the business of the applicable Person; (k) any interest of title of a lessor under, and Liens arising from UCC 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 UCC on items in the course of collection; (ol) Liens on property or assets acquired pursuant to an acquisition permitted hereunder (and the proceeds thereof) or assets of sellers of goods to the Parent and any of its Subsidiaries arising under Article 2 Subsidiary of the Uniform Commercial Code Borrower in existence at the time such Subsidiary is acquired pursuant to an acquisition permitted hereunder and not created in contemplation thereof; (m) bankers’ liens, rights to setoff and credit balances with respect to deposit accounts and other Cash Equivalents and Liens encumbering customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or similar provisions of applicable law other brokerage accounts incurred in the ordinary course of business, covering only ; (n) Liens on insurance policies and the goods sold and proceeds thereof securing only the unpaid purchase price for such goods and related expensesfinancing of the insurance premiums in respect thereto; (o) Liens incurred with Guarantee Obligations permitted pursuant to Section 7.02(e); (p) Liens pursuant to any Permitted PILOT Transaction; andarising out of consignment or similar arrangements for the sale of goods through third parties in the ordinary course of business; (q) other Liens on (i) securing obligations outstanding not to exceed $750,000 in the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease Agreementsaggregate.

Liens. CreateThe Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquired, other than except any of the following:following (each a “Permitted Encumbrance”): (a) Liens pursuant 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 any Loan Documentthe priority of payments set forth in Section 2.21 and Section 8.2; (b) Liens listed in Schedule 7.2 and existing on the Closing Restatement Date and listed on Schedule 8.01 any replacement Liens (covering the same or a lesser scope of Collateral) in respect of replacement Indebtedness permitted under Section 7.1; (c) purchase money Liens upon or in any fixed or capital assets to secure the Disclosure Letter 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 not increasedthe completion of the construction or improvements thereof, (iii) the direct or such Lien does not extend to any contingent obligor with respect thereto is not changedother asset, and (iv) any renewal the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or extension of the obligations secured improving such fixed or benefited thereby is permitted by Section 8.03(b)capital assets; (cd) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith and 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; (de) statutory Liens of landlords and Liens of landlords, carriers, warehousemen, mechanics, materialmen and suppliers materialmen, and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business for amounts not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and in an aggregate amount not to exceed provided that, if delinquent for more than sixty (in the aggregate)60) days, adequate reserves have been set aside with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined thereto in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (ef) 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; (fg) 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 bonds (other than bonds related to judgments or litigation)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; (gi) easements, rights-of-way, restrictions judgment and other similar encumbrances affecting real property which, in the aggregate, are attachment liens not substantial in amount, 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 giving rise to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal Liens created by or other surety bonds related existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03which adequate reserves are being maintained in accordance with GAAP; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other depository institutions; (n) 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 Uniform Commercial Code UCC on items in the course of collectioncollection (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 similar encumbrances imposed by Law or arising in the ordinary course of business that do not materially detract from the value of any Material Real Property or other material assets or materially interfere with the ordinary conduct of business of the Parent and its Subsidiaries taken as a whole; and (n) Liens on the Real Property subject to any 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 sellers customs and revenue authorities arising as a matter of goods 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 any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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 pursuant to any Permitted PILOT Transaction; and (q) Liens arising from precautionary Uniform Commercial Code financing statements; (r) Liens on any property or asset of the Borrower or any Subsidiary securing Indebtedness permitted by Section 7.1(o); provided that (i) any such Lien was not created in the assets contemplation of any of the Tenants to secure their obligations under the Lease Agreements foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (s) other Liens; provided that at the time of incurrence of the obligations secured thereby, the 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 most recently ended Test Period; (t) Liens securing Indebtedness permitted under Section 7.1(e), to the extent contemplated by, and 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 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 its Subsidiaries or Affiliates that is financed pursuant to the TCF Agreement and do not attach to any Collateral; (w) Liens arising out of sale and leaseback transactions (i) existing on the 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 reasonable fees and expenses incurred in connection therewith) and that any such extension, renewal or replacement is limited to the assets of RHP Operations permitted to be encumbered thereby, and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants (y) such Lien remains outstanding under the Lease Agreementsclause above under which it was previously incurred.

Liens. CreateThe Parent will not, incurand will not permit any of its Subsidiaries to, assume create or suffer to exist any Lien upon any of its propertyproperty or assets, assets or revenues, whether now owned or hereafter acquired, securing any Indebtedness or other than obligation, except: (i) the following: (a) Liens created pursuant to any Loan Document; the Security Documents; (bii) the Liens existing on the A&R Closing Date set forth in Schedule III and listed Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien set forth on Schedule 8.01 to the Disclosure Letter and any renewals or extensions thereofIII, provided that (i) the property covered thereby principal amount of such Indebtedness is not changedincreased and is not secured by any additional assets; (iii) (A) Liens securing Indebtedness permitted by clauses (iii), (ii) the amount secured or benefited thereby is not increasedv), (iiiviii), (ix)(b), (xi) (solely to the direct or any contingent obligor with respect thereto extent the Indebtedness that is not changedguaranteed is otherwise permitted to be secured pursuant to this Section 9.13) and/or (xii) of Section 9.08; and (B) Liens securing Acquired Debt, and provided that such Liens cover only those assets that were covered by such Liens prior to the relevant acquisitions; (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, taxes and assessments or governmental charges or levies 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; ; (dv) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate)by appropriate proceedings diligently conducted, if adequate reserves with respect to thereto are maintained on the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws books of the applicable jurisdiction, attach Person; (vi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the subject Borrowing Base Property(ies) or importation of goods; (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (evii) 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; (fviii) 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 bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; ; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent); (hx) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h10.01(8)); (xi) leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Parent or securing appeal or other surety bonds related to such judgments; any Subsidiary; (ixii) Liens on properties or assets of an Excluded Subsidiary (other than a Subsidiary Borrower) securing Indebtedness of such Excluded Subsidiary permitted under Section 8.03; hereunder; (jxiii) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and other Liens arising from UCC 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law 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, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; ; (pxiv) Liens pursuant to any under the instruments governing (A) an Accounts Receivable Financing or (B) a Permitted PILOT TransactionMortgage Financing permitted by Section 9.08 hereof; and (qxv) 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 a pro forma basis; (ixvi) the assets 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 Canada; provided that such reservations, limitations, provisos and conditions do not reduce the value of the Tenants applicable property or assets or materially interfere with the use of such property or assets; (xvii) Liens granted to secure their obligations under a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the Lease Agreements operation of the 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 (iixviii) servicing agreements, development agreements, site plan agreements, subdivision agreements and other agreements with a Governmental Authority pertaining to the assets use or development of RHP Operations any properties or assets; provided that such agreements are complied with and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure do not reduce the guaranties of their obligations value of the Tenants under property or assets or materially interfere with the Lease Agreementsuse of such property or assets.

Liens. Create(a) The Company will not directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any of its property, assets or revenuesthe Collateral, whether now owned or held or hereafter acquired, other than the followingor any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: (ai) Liens pursuant to any Loan Document;arising under the Note Documentation; or (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies 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; (div) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and in an aggregate amount not to exceed (by appropriate proceedings in the aggregate)circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs with respect to any portion of an operating hotel then subject to an expansion, but in all cases excluding pre-opening costs and capitalized interest related to any such property), plus (B) $50,000,000 in the aggregate with respect to all other operating properties; provided, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined extent required in accordance with GAAP have been established; provided, that Liens referenced in this subclause (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does not, under the laws of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be in the form of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)GAAP; (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 ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in title and other similar encumbrances including the 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, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Person; (hvi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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 statutory rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank set-off 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 and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (pvii) with respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially impair the use of such real property; (viii) Liens pursuant to on any Permitted PILOT Transactionxxxx xxxxxxx money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement; and (qix) Liens on (i) the assets of the Tenants to secure their obligations arising under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsNote Documentation.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 8.01 to the Disclosure Letter 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, (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); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the applicable Person relevant Subsidiary, as the case may be, in accordance with GAAPGAAP and (ii) all such Liens, individually and in the aggregate, are not reasonably expected to have a Material Adverse Effect; (db) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen and suppliers and landlords’, materialmen’s, repairmen’s or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business in respect of obligations which are not yet delinquent or which are bonded or which are being contested in good faith and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, by appropriate proceedings if (i) an amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed by the Loan Parties (including construction costs adequate reserves with respect to any portion thereto are maintained on the books of an operating hotel then subject to an expansionHoldco, but in all cases excluding pre-opening costs and capitalized interest related to any such property)Borrower or the relevant Subsidiary, plus (B) $50,000,000 in as the aggregate with respect to all other operating properties; providedcase may be, further, that with respect to all Liens referenced in this subclause (i), such Liens shall secure only amounts not yet due and payable or, if due and payable, are unattached and no other action has been taken to enforce the same, plus (ii) $15,000,000 in the aggregate with respect to any Liens which have attached or are subject to some enforcement action and, in each case, for which adequate reserves determined in accordance with GAAP have been established; provided, that Liens referenced in this subclause and (ii) with respect to which the Borrower (x) has procured bonding such that the applicable Lien does Liens do not, under in the laws aggregate, materially impair the use of the applicable jurisdictionProperty of Holdco, attach to Borrower and the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent (which may be Subsidiaries, taken as a whole, in the form operation of a reserve against Borrower’s availability for Revolving Loans), shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)their business; (ec) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, legislation or other than any Lien imposed by ERISAsimilar insurance; (fd) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or government contracts, leases, licenses, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature (in each case, other than for borrowed money) incurred in the ordinary course of business, deposits and/or escrow accounts in respect of divestitures that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to the extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any such Lien against any of the Collateral, to the extent such Liens are not imposed by law, such Lien shall in no event encumber any Collateral other than cash and Cash Equivalents; (e) easements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, minor encroachments, and other similar minor encumbrances defects or irregularities in title which do not, individually or in the aggregate materially detract from the value or marketability of the Real Property to which it relates or, individually or in the aggregate, materially interfere with or adversely affect in any material respect the ordinary conduct of the business of Borrower and its Subsidiaries on the Real Property subject thereto or which are set forth in the title insurance policy delivered with respect to the Mortgaged Properties; (f) Liens securing the Secured Obligations; (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no such Lien incurred in connection with such Indebtedness shall extend to or cover other Property other than the respective Property so acquired (except that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender) and proceeds thereof, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of acquiring, constructing or improving such fixed or capital assets, including transaction costs incurred in connection therewith or (B) the original purchase price of such property; (h) Liens existing on the Closing Date after giving effect to the consummation of the Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien shall extend to or cover other Property of any Loan Party other than the respective Property encumbered by such Lien on the Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure Indebtedness in an aggregate amount greater than the amount secured by the replaced or substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing Date pursuant the definition thereof; (i) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit; (j) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which Borrower or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any Real Property; (k) leases or subleases or licenses or sublicenses with respect to the assets or properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and, in the case of any lease or sublease entered into after the Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage and (ii) do not, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the assets or property subject thereto; (l) Liens on goods (and proceeds thereof) financed with drawings under commercial letters of credit securing reimbursement obligations in respect of such commercial letters of credit (other than letters of credit issued in contravention of this Agreement); (m) interests of lessors under leases, operating leases, subleases and UCC financing statements in respect thereof; (n) interests of a licensor or lessor under a license or sublicense agreement or lease; (o) precautionary UCC financing statements filed against a Loan Party as lessee or sublessee or consignee; (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not to exceed $5.0 million and (ii) Section 6.01 (m); (q) judgment Liens with respect to judgments that do not otherwise result in or cause an Event of Default under Section 7.01(f); (r) Liens in favor of customs and revenues authorities securing payment of custom duties in connection with the import of goods; (s) Liens granted on the Collateral to secure Indebtedness permitted pursuant to Section 6.01(a); provided that such Liens are subordinated to the Liens securing the Secured Obligations in accordance with the terms of the Intercreditor Agreement; (t) Liens against the landlord’s interest in any Real Property with respect to which any Loan Party holds an interest pursuant to a Lease; provided, however, that (i) the landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have entered into a non-disturbance agreement in form and substance reasonably acceptable to the Collateral Agent, except to the extent that after using commercially reasonable efforts to do so the Loan Parties and such lienholder were unable to enter such an agreement; (u) (i) banker’s liens and rights of setoff relating to deposit accounts or that otherwise arise under Article 4 of the UCC on items in connection (and documents and proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) Liens arising as a matter of law relating to purchase orders and other agreements entered into with customers of Borrower or any Subsidiary in the ordinary course of business; (gv) easements(i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits 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, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which do not in casualty or liability insurance to Borrower or 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 Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Subsidiary; (hw) Liens securing judgments for any Lien existing on any property or asset prior to the payment acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of money any Person that becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not constituting created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of any Indebtedness assumed in such acquisition and permitted pursuant to Section 6.10(n) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof (other than by an Event amount not in excess of Default under Section 9.01(hfees and expenses, including premium and defeasance costs, associated therewith) or securing appeal or other surety bonds related to such judgmentsresult in a decreased average weighted life thereof; (ix) Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens on securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06; (z) Liens granted by any Subsidiary that is not a Loan Party in favor of Borrower or any other Loan Party in respect of Indebtedness owed by such Subsidiary; and (aa) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under, and Liens arising from UCC 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; obligations in an aggregate amount not to exceed $15,000,000 at any one time; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items as defined in the course of collection; (o) Security Agreement), other than Liens of sellers of goods granted pursuant to the Parent and any of its Subsidiaries arising under Article 2 of Security Documents or, subject to the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of businessIntercreditor Agreement, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens pursuant to any Permitted PILOT Transaction; and (q) Liens on (i) the assets of the Tenants to secure their obligations under the Lease Agreements and (ii) the assets of RHP Operations and Attractions Holdings, LLC and RHP Operations HoldCo, LLC to secure the guaranties of their obligations of the Tenants under the Lease AgreementsSecond Lien Obligations.