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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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; and (p) Liens pursuant to any Permitted PILOT Transaction.

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 date hereof and listed on Schedule 8.01 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, and (iv) any if applicable, the renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.02(a); (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%) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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(h8.01(h) or securing appeal or other surety bonds related relating to such judgments; (i) precautionary UCC filings in respect of operating leases; (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or the Company and its Material Subsidiaries taken as a whole or (ii) secure any Indebtedness; (k) Liens in favor of a lessor under any lease entered into by the Company or any Material Subsidiary in the ordinary course of business but only with respect to the assets so leased; (l) Liens on assets of any entity acquired by the Company or any of its Subsidiaries in a transaction permitted under this Agreement; provided that (i) such Liens are in existence on the date of such acquisition and not created in anticipation thereof and (ii) such Liens are released within 180 days of the consummation of such acquisition; (m) 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;7.02(d); and (n) Liens of a collection bank arising under Section 4-210 not otherwise permitted by Sections 7.01(a) through (m) (including but not limited to ERISA Liens) that will not in the aggregate at any time attach to assets of the Uniform Commercial Code on items Company and its Subsidiaries in excess of 15% of the course Consolidated Total Assets as measured as of collection; (o) Liens the applicable date of sellers of goods the financial information most recently delivered to the 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; and (p) Liens Administrative Agent pursuant to any Permitted PILOT TransactionSection 4.01(a)(viii) or 6.01.

Liens. Create, incurNo Company shall create, assume or suffer to exist (upon the happening of a contingency or otherwise) any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, other than ; provided that this Section 5.9 shall not apply to the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 that are being actively 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 shall have been established in accordance with GAAP; (db) other statutory Liens, including, without limitation, statutory Liens of landlords and Liens of landlords, carriers, warehousemenwarehousers, utilities, mechanics, materialmen repairmen, workers and suppliers materialmen, incidental to the conduct of its business or the ownership of its property and assets that (i) were not incurred in connection with the incurring of Indebtedness or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (c) any Lien granted to the Administrative Agent, for the benefit of the Lenders (and affiliates thereof); (d) the Liens existing on the First Amendment Effective Date as set forth in Schedule 5.9 hereto and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, shall not be increased; (e) purchase money Liens on fixed assets securing the loans and Capitalized Lease Obligations pursuant to Section 5.8(b) hereof, provided that such Lien is limited to the purchase price and only attaches to the property being acquired, and replacements, extensions, renewals, refundings or refinancings thereof, but only to the extent that the amount of debt secured thereby, and the amount and description of property subject to such Liens, shall not be increased; (f) easements or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any Company; (g) Liens securing Indebtedness of a Foreign Subsidiary permitted pursuant to Section 5.8(e) hereof; or (h) other Liens, in addition to the Liens listed above, not incurred in connection with the incurring of Indebtedness, securing amounts, in the aggregate for all Companies, not to exceed Five Million Dollars ($5,000,000) at any time. No Company shall enter into any contract or agreement (other than (a) a contract or agreement entered into in connection with the purchase or lease of fixed assets that prohibits Liens on such fixed assets, (b) customary software license agreements that prohibit Liens on such agreement or the assets subject thereto or (c) other leases, licenses and other Liens imposed by law or pursuant to customary reservations or retentions of title arising agreements (i) entered into in the ordinary course of business and business, (ii) with respect to which (x) the value of the assets subject thereto, (y) the consideration payable by the applicable Company thereunder, and/or (z) the value of the benefits to be received by the applicable Company in an aggregate amount connection therewith, does not to exceed (in the aggregate)aggregate exceed $5,000,000 and (iii) that contain a customary provision prohibiting Liens on such lease, license or other agreement or the assets subject thereto; provided, that with respect to the Borrowing Base Properties, foregoing clauses (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 propertya)-(c), plus (B) $50,000,000 in such prohibition is limited to the aggregate with respect to all relevant lease, license, contract or other operating propertiesagreement and/or the assets subject thereto, as the case may be; provided, further, that with respect to all Liens referenced in this subclause the foregoing clause (ic), the applicable Company shall negotiate diligently in good faith prior to entering into any such lease, license or other agreement to remove any prohibition on Liens shall secure only amounts not yet due and payable oron such lease, if due and payablelicense or other agreement or the assets subject thereto) that would prohibit the Administrative Agent or the Lenders from acquiring a security interest, (A) are unfiled and no mortgage or other action has been taken to enforce the sameLien on, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Marylanda collateral assignment of, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 assets 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 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; and (p) Liens pursuant to any Permitted PILOT TransactionCompany.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) 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 that are not overdue for a period of more than 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)appropriate proceedings; (ec) 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; (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 incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, 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 the applicable Person Borrower or any of its Subsidiaries; (f) Liens (not affecting the Unencumbered Properties) in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Closing Date and which, with respect to Borrowing Base Properties, have been reviewed and approved by that the Administrative Agent amount of Indebtedness secured thereby is not increased; (such approval to be in g) Liens securing the sole discretion of the Administrative Agent)Obligations; (h) Liens securing judgments for any interest or title of a lessor under any lease entered into by the payment Borrower or any other Subsidiary in the ordinary course of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments;its business and covering only the assets so leased; and (i) Liens (not affecting the Unencumbered Properties) securing Indebtedness constituting Indebtedness permitted under by Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under7.2(f), and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsnot affecting Unencumbered Properties) relating to, leases permitted by this Agreement; (l) Liens deemed to exist incurred in connection with Investments in repurchase agreements the cash collateralization of any Swap Agreement permitted under by Section 8.027.12; (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 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; and (p) Liens pursuant to any Permitted PILOT Transaction.

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 date hereof and listed on Schedule 8.01 and 7.01 and, if the Indebtedness secured by such Lien is modified, refinanced, refunded, renewed or extended with any renewals or extensions thereofPermitted Refinancing Indebtedness, provided that (i) any Lien on 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)same collateral securing such Permitted Refinancing Indebtedness; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or overdue by more than 30 days or, in the case of real property taxes, not yet delinquent, or, in any case, which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP (or, in the case of Foreign Subsidiaries, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization); (d) statutory and common law rights of set-off and other similar rights and remedies as to deposits of cash, securities, commodities and other funds in favor of banks, other depositary institutions, securities or commodities intermediaries or brokerages; (e) 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 a collecting bank arising in the ordinary course of business and under Section 4-208 of the Uniform Commercial Code in an aggregate amount not to exceed (effect in the aggregate)relevant jurisdiction and covering only the items being collected upon; (f) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s, suppliers’, processors’, storage or other like Liens arising in the ordinary course of business which are securing amounts not overdue for a period of more than 60 days or which are being contested in 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%) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (eg) pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationor similar laws or regulations, other than any Lien imposed by ERISA; (fh) pledges or deposits made pursuant to regulatory requirements or to secure the performance of (i) tenders, bids, trade contracts, government contracts and leases (other than leases constituting Indebtedness), ) and statutory obligations, surety bonds (other than bonds related to judgments or litigation)ii) surety, customs, bid, performance and appeal bonds and (iii) other obligations of a like nature nature, in each case incurred in the ordinary course of business; (gi) Liens that are contractual rights of setoff relating to purchase orders and other agreements entered into with customers of such Person in the ordinary course of its business; (j) easements, rights-of-way, restrictions restrictions, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, amount and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person and which, with respect to 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; (hk) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any of its Subsidiaries in the ordinary course of business, or any lease, license or sublease granted by any Loan Party or any of its Subsidiaries to another Person that (x) does not interfere in any material respect with the business of such Loan Party or Subsidiary and (y) does not secure any Indebtedness; (l) 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); (im) Liens securing Indebtedness represented by financed insurance premiums in the ordinary course of business consistent with past practice, provided that such Liens do not extend to any property or assets other than the corresponding insurance policies being financed; (n) [Reserved]; (o) Liens securing Indebtedness permitted under Section 8.03; 7.02(o); 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 of title of a lessor underfair market value, and Liens arising from UCC financing statements (or equivalent filingswhichever is lower, 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 property being acquired on items in the course date of collectionacquisition; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any Permitted PILOT Transactionassets 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 applicable Indebtedness secured by such Lien is permitted under Section 7.02(p); (q) Liens on Margin Stock owned by the Loan Parties and their Subsidiaries, if and to the extent the value of all such Margin Stock exceeds 25% of the value of the total assets subject to the restrictions on Liens set forth in this Section 7.01; (r) Liens on assets of (i) any Subsidiary in favor of any Loan Party and (ii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not a Loan Party; (s) Liens consisting of an agreement to sell, transfer or dispose of any asset to the extent such sale, transfer or disposition is not prohibited by the Loan Documents; provided that such Liens encumber only the applicable assets pending the completion of the applicable sale, transfer or disposition; (t) Liens on the assets of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries permitted under Section 7.02(q); and (u) other Liens so long as the aggregate principal amount of the Indebtedness and other obligations secured thereby does not exceed $25,000,000.

Liens. Create, incur, assume assume, or suffer permit to exist any Lien upon on any of ----- its property, assets or revenues, whether Property (now owned or hereafter acquired) except, subject to all other than provisions of this Article, the followingforegoing restrictions shall not apply to: (a) Any Liens pursuant securing the payment of any Debt to any Loan DocumentLender; (b) Liens any Lien existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension as 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, fees, assessments or other governmental charges which are not delinquent or levies remain payable without penalty, or Liens contested in good faith by appropriate proceeding; (d) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other similar Liens arising in the ordinary course of business which are not yet due delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, which proceedings diligently conducted, if adequate reserves with respect thereto are maintained on have the books effect of preventing the forfeiture or sale 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 property 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)thereto; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required 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 Liens securing (i) the non-delinquent performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, ; (ii) contingent obligations on surety bonds and appeal bonds; and (iii) other than bonds related to judgments or litigation), performance bonds and other non-delinquent obligations of a like nature nature; in each case, incurred in the ordinary course of business, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; (g) Liens consisting of judgment or judicial attachment liens, provided that the enforcement of such Liens is effectively stayed and all such liens in the aggregate at any time outstanding for the consolidated Borrower do not exceed $5,000,000; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business 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 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); (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 judgmentsBorrower; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases purchase money security interests on any property acquired 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 held 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 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 ; (j) Liens securing only the unpaid purchase price for obligations in respect of capital leases on assets subject to such goods and related expensesleases; and (pk) Normal and customary Liens pursuant to any Permitted PILOT Transactionincurred in the ordinary course of business which do not, in the aggregate, exceed twenty percent (20%) of the Borrower's Consolidated Tangible Net Worth.

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals for taxes 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 not at the time delinquent or levies not yet due thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, for which it maintains 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)reserves; (eb) pledges or deposits Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with workers’ worker's compensation, unemployment insurance compensation and other types of social security legislation(excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves; (c) Liens identified in Schedule 10.8; (d) subject to the limitation set forth in Section 10.7(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other than any Lien imposed similar Liens, for sums not exceeding $250,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by ERISAappropriate proceedings; (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-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person and which, with respect to 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) Company 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 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 expensesSubsidiary; and (pg) Liens pursuant to any Permitted PILOT Transactionin favor of the Agent for the benefit of the Banks arising under the Loan Documents.

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 date hereof and listed on Schedule 8.01 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedsupplemented, (ii) the amount secured or benefited thereby is not increased, 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(b7.03(b); (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 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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) judgment Liens securing judgments for the payment of money which would not constituting constitute an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsDefault; (i) Liens securing Indebtedness 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 licenses (with respect to intellectual property Collateral and other property), leases or subleases permitted under Section 8.17granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations; (k) any (i) interest of or title of a lessor underor sublessor under any lease not prohibited by this Agreement, and (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (l) Liens arising from filing UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, solely to leases permitted not prohibited 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 any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of setoff upon deposits of cash in favor of banks or other depository institutionsany real property; (n) Liens arising out of a collection bank arising under Section 4-210 conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Uniform Commercial Code on items Borrower or any of its Subsidiaries in the ordinary course of collectionbusiness and not prohibited by this Agreement; (o) Liens in favor of sellers of goods Caterpillar Financial Services Corporation related to generators and related equipment for PowerSecure Shared Savings Projects and sold to the Borrower and or any of its Subsidiaries arising under Article 2 and any renewals and extensions thereof, provided that the aggregate principal amount of Indebtedness secured thereby does not exceed $7,500,000; (p) Liens with respect to vehicle leases of the Uniform Commercial Code or similar provisions of applicable law Borrower and its Subsidiaries entered into in the ordinary course of business; (q) Liens with respect to operating leases of copiers, covering only fax machines and similar office equipment in the goods sold and securing only the unpaid purchase price for such goods and related expensesordinary course of business; and (pr) Liens granted pursuant to any Permitted PILOT Transactionthe Existing Credit Agreement Collateral Documents.

Liens. Create, incur, assume assume, or suffer to exist exist, or permit any Lien 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 Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals for taxes 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 other government 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, (A) if they are unfiled being contested in good faith by appropriate proceedings and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate appropriate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)are maintained; (e2) pledges or deposits Liens imposed by law, such as mechanics’, materialmen’s, landlords’, warehousemen’s, and carriers’ Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than ninety (90) days or which are being contested in connection with good faith by appropriate proceedings and for which appropriate reserves have been established; (3) Liens under 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), Capital Leases (permitted under the terms of this Agreement), 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) easementsJudgment and other similar Liens arising in connection with any court proceeding, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (6) Easements, rights-of-way, restrictions (including zoning, building and land use restrictions), restrictive covenants (including, without limitation, any Lien rights granted pursuant to any recorded declaration of covenants, conditions and restrictions to any property owners’ association or similar Person that has authority to impose and collect dues or assessments), 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 Subsidiary of the property or assets encumbered thereby in any case the normal course of its business or materially detract from impair the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person and which, with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)thereto; (h7) Liens in favor of a seller of Entitled Land, Lots Under Development or Finished Lots requiring the Borrower or any Subsidiary to make a payment upon the future sale of such Entitled Land, Lots Under Development or Finished Lots; (8) Rights of repurchase and/or rights of first refusal in favor of sellers of property or assets; (9) Liens securing judgments for Secured Debt (A) permitted under clause (1) of Section 6.02, but only to the payment of money not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related extent such Liens are limited to such judgments; (i) Liens securing Indebtedness Real Property that is not a Secured Borrowing Base Asset, (ii) personal property rights arising solely from Real Property described in clause (A), and (iii) Cash Equivalents not constituting Collateral, and (B) permitted under clause (2) of Section 8.03; (j) Leases or subleases permitted under Section 8.17; (k) any interest of title of a lessor under6.02, and but only to the extent such 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 are subordinated in the course manner required under clause (2) of collection; (o) Liens of sellers of goods to the 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 expensesSection 6.02; and (p10) Liens pursuant to any Permitted PILOT Transactionthe Security Documents.

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 Liens, or an existing pledge of a deposit, securing judgments for the payment of money senior debt by an Affiliate or Subsidiary to a foreign financial institution as described in the financial statements delivered pursuant to Section 5.05 or which may be disclosed from time to time by any such party; provided the Indebtedness secured by such Liens does not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsexceed $10,000,000 in aggregate principal amount; (i) Liens securing Indebtedness 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 8.17Liens in favor of a Loan Party; (k) any interest of title Liens on property of a lessor underPerson existing at the time such Person is acquired by, merged with or into or consolidated with Limited or a Subsidiary; provided, that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and Liens arising from UCC financing statements (do not extend to any assets other than those of the Person acquired by, merged into or equivalent filings, registrations consolidated with Limited or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementa Subsidiary; (l) Liens deemed on property existing at the time of acquisition thereof by Limited or a Subsidiary; provided, that such Liens were in existence prior to exist in connection with Investments in repurchase agreements permitted under Section 8.02the contemplation of such acquisition; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;Liens securing Indebtedness permitted by Section 7.03(h); and (n) Liens of a collection bank arising under existing on the Closing Date against the Investments described in Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT Transaction7.02(j).

Liens. CreateEach of Parent and Borrower shall not, and shall not permit any other member of the Consolidated Group 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 date hereof and listed on Schedule 8.01 and any renewals renewals, modifications 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 8.03(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(b); (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes 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; (dc) 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 thirty (in the aggregate), with respect to the Borrowing Base Properties, 30) days or (i) an amount equal to (A) ten percent (10.0%) 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 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, (A) are unfiled and no other action has been taken to enforce the sameapplicable Person, or (Bii) with respect to Liens related to for which the Xxxxxxx National Property subject to the Laws applicable member of the State of Maryland, Consolidated Group is insured against such Liens (I) have not yet attached to the Xxxxxxx National Property by title insurance, bonds, or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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 similar arrangements satisfactory to the Administrative Agent, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (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 ERISA; (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 business; (gf) easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, any Property which do not in any case materially detract from the value of the property such 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 Person; (such approval to be in the sole discretion g) Liens of any member of the Administrative AgentConsolidated Group (other than a Subsidiary Guarantor) that is engaged in construction projects for the purpose of securing surety bonds, performance bonds, or similar instruments (other than Indebtedness); (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 on Properties (other than Unencumbered Properties) securing Indebtedness permitted under Section 8.03;Sections 8.03(e) and (f); provided that (i) such Liens do not at any time encumber any Property or assets 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 Liens on Properties (other than Unencumbered Properties) securing Indebtedness that has been paid or subleases permitted under Section 8.17; (k) any interest otherwise satisfied, but which Liens have not been released 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 record; provided that Borrower is exercising commercially reasonable efforts 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 obtain the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT Transactionrelease thereof.

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 date hereof and listed on Schedule 8.01 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedsupplemented, (ii) the amount secured or benefited thereby is not increased, 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(b7.03(b); (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 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 and involuntary Liens that arise by operation of Law 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)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) judgment Liens securing judgments for the payment of money which would not constituting constitute an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsDefault; (i) Liens securing Indebtedness 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 licenses (with respect to intellectual property Collateral and other property), leases or subleases permitted under Section 8.17granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations; (k) any (i) interest of or title of a lessor underor sublessor under any lease not prohibited by this Agreement, and (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (l) Liens arising from filing UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, solely to leases permitted not prohibited 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 any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of setoff upon deposits of cash in favor of banks or other depository institutionsany real property; (n) Liens arising out of a collection bank arising under Section 4-210 conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Uniform Commercial Code on items Borrower or any of its Subsidiaries in the ordinary course of collectionbusiness and not prohibited by this Agreement; (o) Liens with respect to vehicle leases of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law entered into in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and (p) Liens pursuant with respect to any Permitted PILOT Transactionoperating leases of copiers, fax machines and similar office equipment in the ordinary course of business.

Liens. CreateNot, incurand not permit any Significant Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals for taxes 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 not at the time delinquent for more than 90 days or levies not yet due thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, for which it maintains adequate reserves determined in accordance with GAAP have reserves, provided that no notice of lien has 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, filed or recorded 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Code; (eb) pledges or deposits Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with workers’ worker’s compensation, unemployment insurance compensation and other types of social security legislation(excluding Liens arising under ERISA) or in connection with surety bonds, 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 similar obligations) for sums not overdue or being contested in good faith by appropriate action and not involving borrowed money, and, in each case, for which it maintains adequate reserves; (c) Liens identified in Schedule 10.8 and any refinancing, renewal, extension or replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other obligations obligation secured thereby is not increased and so long as the scope of a like nature incurred the property subject to such Lien is not increased); (d) attachments, appeal bonds, judgments and other similar Liens arising in connection with court proceedings, for an aggregate amount not at any time exceeding the greater of (i) $50,000,000 and (ii) 5% of the consolidated tangible assets of the Company and its Subsidiaries, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate action; (e) leases or subleases or licenses or sublicenses granted to others in the ordinary course of business; (g) , easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Company or any Significant Subsidiary; (f) Liens on property of a Person immediately prior to its being consolidated with or merged into the Company or a Significant Subsidiary or otherwise becoming a Significant Subsidiary and Liens on assets existing at the time of acquisition (by merger or otherwise) of such property by the Company or a Significant Subsidiary, in each case not created in contemplation thereof, provided that such Liens do not extend to or cover additional types of assets, and, in each case, any refinancing, renewal, extension or replacement of any such Lien (to the extent the aggregate principal amount of the Debt or other obligation secured thereby is not increased and so long as the scope of the property subject to such Lien is not increased); (g) Liens securing Debt permitted by Section 10.7(b) or any refinancing, renewal, extension or replacement thereof (to the extent the aggregate principal amount of such Debt is not increased); provided that such Lien attaches solely to the property so acquired, constructed or improved in such transaction (provided that individual financings under Section 10.7(b) provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and which, with respect to Borrowing Base Properties, have been reviewed and approved its Affiliates that are permitted by the Administrative Agent (such approval to be in the sole discretion of the Administrative AgentSection 10.7(b)); (h) Liens securing judgments for the payment arising solely by virtue of money not constituting an Event any statutory or common law provision relating to banker’s liens, rights of Default under Section 9.01(h) set-off or securing appeal similar rights and remedies as to deposit accounts or other surety bonds related funds maintained with a creditor depository institution and/or Liens arising in the ordinary course of business with respect to deposit accounts relating to intercompany cash pooling, interest set-off and/or sweeping arrangements; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or the applicable Significant Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to such judgmentsdepository institution; (i) Liens securing Indebtedness permitted under Section 8.03Securitization Obligations; (j) Leases or subleases permitted Liens arising under Section 8.17;any Loan Document; and (k) any interest other Lien securing obligations at the time of title incurrence of a lessor under, any such obligations in an aggregate outstanding amount not exceeding the greater of (i) $50,000,000 and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsii) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements 5% of the consolidated tangible assets of the Company and its Subsidiaries; provided that no Lien permitted under Section 8.02; this clause (mk) normal and customary rights of setoff upon deposits of cash in favor of banks may secure any obligations under any Note Purchase Agreement or other depository institutions; Additional Obligations Agreement (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) Liens of sellers of goods Intercreditor Agreement). Any Lien permitted above on any property may extend to the Borrower and any identifiable proceeds 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; and (p) Liens pursuant to any Permitted PILOT Transactionproperty.

Liens. CreateIncur, incurcreate, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether now owned or hereafter acquiredowned, other than the followingthan: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed as set forth on Schedule 8.01 and I attached hereto including any renewals or extensions thereof, ; provided that (i) the no such Lien is extended to cover any additional property covered thereby is not changed, (ii) and that 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); (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided, however, that adequate reserves with respect thereto are maintained on the books of the applicable Person Company in accordance with GAAPGenerally Accepted Accounting Principles; (dc) statutory Liens of landlords and Liens of carriers', warehousemenwarehousemens', mechanics', materialmen and suppliers and suppliers' or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and not overdue for a period of more than 30 days or which, if so overdue, are being contested in an aggregate amount good faith by appropriate proceedings in a manner which will not to exceed (in jeopardize or diminish the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) interest 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Lender; (ed) pledges Liens incurred 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 tenders, bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, performance bonds and appeal bonds, and other obligations of a like similar nature incurred in the ordinary course of business; (ge) easements, rights-of-rights of way, restrictions and other similar charges or encumbrances affecting real property which, which in the aggregate, are not substantial in amount, which aggregate do not interfere in any case materially detract from material respect with the occupation, use and enjoyment by the Company or any Guarantor of the property or assets encumbered thereby in the normal course of their respective business or impair the value of the property subject thereto or materially interfere with thereto; (f) deposits under workmen's compensation, unemployment insurance and social security laws; (g) Liens granted to 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)Lender; (h) purchase money Liens securing judgments for the payment of money not constituting an fixed or capital assets including obligations with respect to Capital Leases; provided in each case (i) no Default or Event of Default under Section 9.01(h) shall have occurred and be continuing at the time of creation of such Lien or securing appeal or other surety bonds related shall occur after giving effect to such judgments;Lien, (ii) the obligation secured by such purchase money Lien does not exceed 100% of the purchase price of the asset and such Lien encumbers only, the asset acquired, and (iii) such purchase money Lien does not secure any Indebtedness other than in respect of the purchase price of the asset acquired; and (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, Judgment and other similar 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 court proceedings, provided, however, that the execution or other depository institutions; (n) enforcement of such Liens of a collection bank arising under Section 4-210 of is effectively stayed and the Uniform Commercial Code on items claims secured thereby are being actively contested in the course of collection; (o) Liens of sellers of goods to the Borrower good faith 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; and (p) Liens pursuant to any Permitted PILOT Transactionby appropriate proceedings.

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 date hereof and listed on Schedule 8.01 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 7.03(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 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 bonds, obligations to utility companies and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions restrictions, landlord’s liens for rent not yet due and payable, 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 property acquired or Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary of the Borrower and the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby); provided that (i) such Liens were not created in contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower; or such Subsidiary and (ii) no such replacement, extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien or (B) increase the amount of Indebtedness secured by such Lien (other than by an amount equal to the reasonable fees and expenses of such refinancing or replacement) thereof; (j) Liens constituting an encumbrance on property described in Section 7.05(f); (k) 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, 7.03(f); and Liens arising from UCC financing statements securing Indebtedness of the Borrower in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed capital assets; provided that (i) such Liens do not at any time encumber any property other that the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or equivalent filingsfair market value, registrations or agreements in foreign jurisdictions) relating towhichever is lower, leases permitted by this Agreement;of the property being acquired on the date of such acquisition; and (l) other Liens deemed securing Indebtedness in an aggregate principal amount not to exist in connection with Investments in repurchase agreements permitted under Section 8.02; exceed ten percent (m10%) 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 Consolidated Tangible Net Worth at the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the 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 time such goods and related expenses; and (p) Liens pursuant to any Permitted PILOT TransactionIndebtedness is incurred.

Liens. CreateHoldings and the Borrowers will not, and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets revenues or revenuesassets, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens securing payment of the Obligations and granted pursuant to any Loan DocumentDocument in favor of any Lender Party; (b) Liens granted to secure payment of the Indebtedness permitted pursuant to clause (e) of Section 7.2.2, provided that (i) each such Lien covers only those assets acquired with the proceeds of such Indebtedness, and any proceeds, accessions, replacements or products thereof; (ii) each such Lien attaches to the relevant capital asset concurrently with or within 90 days after the acquisition thereof; and (iii) the principal amount of such Indebtedness does not exceed the lesser of the cost or the Fair Market Value of the relevant asset as of the date of the acquisition thereof; provided that, subject to the foregoing limitations, individual financings of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor; (c) Liens existing on the date hereof Effective Date and listed disclosed on Item 7.2.3(c) (“Existing Liens”) of the Disclosure Schedule 8.01 and any modifications, replacements, renewals or extensions thereof, provided that such Liens (i) do not spread to cover any additional property or assets after the property covered thereby is not changed, Effective Date and (ii) only secure 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 Indebtedness permitted by Section 8.03(b); clause (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 GAAPSection 7.2.2; (d) statutory Liens for Taxes, assessments or other charges or levies of landlords any Governmental Authority not at the time (i) overdue for the lesser of (A) 30 days or (B) the number of days which would result in (x) the payment of any penalty or interest or (y) the imposition of any Lien on any property or asset of Holdings or its Subsidiaries, or (ii) being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (e) Liens of carriers, warehousemen, mechanics, materialmen materialmen, suppliers, landlords and suppliers and other similar Liens imposed by law or pursuant to customary reservations or retentions of title arising Law that are incurred in the ordinary course of business and in an aggregate amount not to exceed (in the aggregate), with respect to the Borrowing Base Properties, either (i) an amount equal to secure obligations that are not overdue by more than 30 days or (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, (Aii) are unfiled being contested in good faith by appropriate proceedings and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP shall have been established; plus set aside on its books; (f) deposits, letters of credit, bank guarantees and pledges of cash securing (i) obligations in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits (including those to secure health, safety and environmental obligations) (other than Liens imposed by ERISA), (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action performance of tenders, statutory obligations, bids, leases and other similar obligations (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, than 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(iesborrowed money) or (yiii) has otherwise provided security reasonably satisfactory to secure obligations on surety, stay, customs, performance or appeal bonds, but only in each case to the Administrative Agent, shall not be considered “Liens” with respect to extent the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges foregoing is incurred or deposits entered into 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 of 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 businessBorrowers; (g) judgment Liens not constituting an Event of Default under Section 8.1.6; (h) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances affecting real property or title defects 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, Holdings or any of its Subsidiaries; and (i) with respect to Borrowing Base Propertiesthe Mortgaged Property, Liens listed as exceptions on Schedule B of the title insurance with respect thereto that have been reviewed and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent);. (hj) Liens securing judgments for existing on any property or asset prior to the payment acquisition thereof by Holdings or any of money not constituting an Event its Subsidiaries (or on the property or asset of Default under Section 9.01(h) or securing appeal or other surety bonds related any Person prior to such judgments; Person becoming a Subsidiary of Holdings); provided that (i) such Liens securing are not created in contemplation of or in connection with such acquisition, (ii) such Liens do not apply to any other property or assets of Holdings or any its Subsidiaries and (iii) such Liens secure Indebtedness permitted under Section 8.03; (j) Leases 7.2.2 that are in existence on the date of such acquisition, together with extensions, renewals and replacements of such Liens in connection with the extension, renewal or subleases replacement of the related Indebtedness that is permitted under by Section 8.177.2.2; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsi) 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 4-210 208 of the Uniform Commercial Code on U.C.C. covering only the items being collected upon and arising in the ordinary course of collectioncollection or (ii) in favor of a banking or other financial institution arising as a matter of law or under customary contractual provisions encumbering deposits or other funds maintained with such banking or other financial institution (including the right of set off and grants of security interests in deposits and/or securities held by such banking or other financial institution) and that are within the general parameters customary in the banking industry; (l) Liens arising from precautionary U.C.C. financing statements relating to operating leases, consignment agreements or bailee arrangements (and in no event Indebtedness); (m) 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 or exportation of goods in the ordinary course of business; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrowers or any of their Subsidiaries in the ordinary course of business and not otherwise prohibited by the terms of this Agreement; (o) Liens of sellers of goods to solely on any cash or Cash Equivalent Investments made by the Borrower and Borrowers or any of its their Subsidiaries arising under Article 2 in favor of the Uniform Commercial Code seller of any property and to be applied against the purchase price obligations, in each case in connection with any transaction not otherwise prohibited by the terms of this Agreement; (p) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted under clause (j) of Section 7.2.2; (q) Liens of carriers or similar provisions expeditors arising as a matter of law or an applicable law contract with any Person to secure payment obligations in connection with the importation or exportation of goods, provided such Liens (i) arise in the ordinary course of business, covering business and (ii) are secured only the goods sold and securing only the unpaid purchase price for such goods and related expensesby those assets subject to import or export; (r) Liens granted by any Subsidiary of Holdings that is not a Loan Party on its property or assets to secure Indebtedness permitted pursuant to clause (i) of Section 7.2.2; and (ps) other Liens granted by any Subsidiary of Holdings securing obligations in an aggregate principal amount not to exceed $1,500,000, provided that if such Liens attach to any of the property or assets of Holdings or its Subsidiaries that are subject to Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) pursuant to any Permitted PILOT Transactionthe Loan Documents, such Liens shall, if they secure Indebtedness that is permitted pursuant to clause (m) of Section 7.2.2, be subordinated to the Liens in favor of the Administrative Agent (for the benefit of the Lender Parties) on terms in form and substance satisfactory to the Administrative Agent.

Liens. CreateIncur, incurcreate, assume or suffer to exist any Lien upon on any of its property, their respective assets or revenues, whether now owned or hereafter acquiredowned, other than the followingthan: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed as set forth on Schedule 8.01 and II attached hereto including any renewals or extensions thereof, or, with respect to the liens of Xxxxxxx Bank of Palm Beach County or MetLife Capital Financial Corporation on the real property of Florida Pneumatic and Embassy, respectively, any refinancings of such debt with the same or new lenders; provided that (i) the no such Lien is extended to cover any additional property covered thereby is not changed, (ii) and that 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); (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided, however, that adequate reserves with respect thereto are maintained on the books of the applicable Person relevant Co-Borrower or Subsidiary in accordance with GAAP; (dc) statutory Liens of landlords and Liens of carriers', warehousemenwarehousemans', mechanics', materialmen and suppliers and suppliers, or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and not overdue for a period of more than 45 days or which are being contested in an aggregate amount good faith by appropriate proceedings in a manner which will not to exceed (jeopardize or diminish in any material respect the aggregate), with respect to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) interest of the construction budget Bank in any 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property collateral subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Security Agreements; (ed) pledges Liens incurred 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 tenders, bids, trade contracts and leases (other than Indebtedness)contracts, leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)surety, performance bonds and appeal bonds, and other obligations of a like similar nature incurred in the ordinary course of business; (ge) any attachment, judgment or similar Lien arising in connection with any court or governmental proceeding provided that the execution or other enforcement of such Lien is effectively stayed; (f) easements, rights-of-rights of way, restrictions and other similar charges or encumbrances affecting real property which, which in the aggregate, are not substantial in amount, which aggregate do not materially interfere with the occupation, use and enjoyment by the Co-Borrowers, or any of them, or any of their Subsidiaries of the property or assets encumbered thereby in any case the normal course of their respective business or materially detract from impair the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person thereto; (g) deposits under workmen's compensation, unemployment insurance 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)social security laws; (h) purchase money Liens securing judgments for the payment fixed or capital assets, including obligations under any Capital Lease; provided, in each case, (x) no Event of money not constituting Default or event which, upon notice or lapse of time or both, would constitute an Event of Default under Section 9.01(hshall have occurred and be continuing or shall occur after the grant of the proposed Lien, and (y) such purchase money Lien does not exceed 100% of the purchase price and encumbers only the property being acquired and such other property that may have been previously acquired from such Person or securing appeal or other surety bonds related an affiliate of such Person, so long as such Lien does not, at any time, extend to any items of collateral not so acquired from such judgmentsPerson; (i) Liens securing Indebtedness permitted under Section 8.03on assets acquired in a Permitted Acquisition or in the Green Acquisition; (j) Leases or subleases permitted under Section 8.17Liens on assets acquired in the Green Acquisition, provided, that such Liens only cover assets acquired thereunder; (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 granted to the 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; and (p) Liens pursuant to any Permitted PILOT TransactionBank.

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments); (i) Liens securing Indebtedness permitted under Section 8.03leases or subleases granted to others not interfering in any material respect with the business of a Loan Party or any of their Subsidiaries; (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; (lk) Liens deemed to exist in connection with Investments in permitted repurchase agreements permitted under Section 8.02agreements; (ml) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (on) Liens of sellers of goods to the Borrower a Loan Party 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; and (po) Liens pursuant to any Permitted PILOT Transactionin connection with Indebtedness permitted by Section 8.03(j).

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not materially 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 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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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; and (p) Liens pursuant to any Permitted PILOT Transaction.

Liens. CreateNo Borrower shall, nor shall any Borrower permit any other Person to, create, incur, assume assume, or suffer to exist any Lien upon any of its propertyCollateral, assets Collateral Property or revenues, whether now owned or hereafter acquired, any Equity Interest in any Restricted Party other than any of the following:following (each a “Permitted Lien”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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)8.03; (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 not to exceed (in the aggregate), with respect to the Borrowing Base Properties, which are (i) an amount equal to (A) ten percent (10.0%) not in excess 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 2,000,000 in the aggregate with respect to all other operating properties; providedfor any individual Collateral Property or (ii) remain undischarged of record (by payment, furtherbonding or otherwise) for a period of more than sixty (60) days, provided that with respect to all Liens referenced in this subclause case of (i) and (ii), such Liens shall secure only amounts not yet due and payable or, if due and payable, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts being contested in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)good faith by appropriate proceedings diligently conducted; (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)bonds, performance bonds bonds, and other obligations of a like nature incurred in the ordinary course of business; (g) easementsLiens set forth in the Title Policies issued with respect to the Mortgages; (h) other encumbrances on a Collateral Property, rights-of-waywhich do not constitute a grant by a Loan Party of a mortgage or deed of trust, restrictions and other similar encumbrances affecting real property which, which in the aggregate, are not substantial in amount, which and do not in any case materially detract from the value of the property any Collateral 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)Mortgagor; (hi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h10.01(m) 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;with respect to Personal Property constituting a part of the Collateral Property, a Permitted Personal Property Lien; and (k) any interest of title of a lessor under, and Liens arising from UCC related to financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases leasing arrangements permitted by this Agreement; (l) Section 8.04; provided that such Liens deemed to exist in connection with Investments in repurchase agreements permitted do not encumber any property other than the property financed or leased under Section 8.02; (m) normal 8.04. Except for such Permitted Liens and customary rights Permitted Personal Property Lien provided in Section 8.04, each Borrower will own all parts of setoff upon deposits of cash in favor of banks the Collateral Properties and will not acquire any fixtures, equipment, or other depository institutions; property (nincluding software embedded therein) Liens forming a part of any Collateral Property pursuant to 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 Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code Lease, license, security agreement, or similar provisions agreement, whereby any party has or may obtain the right to repossess or remove same, without the prior written consent 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; and (p) Liens pursuant to any Permitted PILOT TransactionAdministrative 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP or in the case of a Subsidiary located outside the United States, general accounting principles in effect from time to time in its jurisdiction of incorporation; (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 and that are not overdue for a period of more than sixty (60) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)appropriate proceedings; (ec) 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; (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 incurred in the ordinary course of business; (ge) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances affecting real property which, or title defects incurred in the aggregate, are not substantial in amount, which ordinary course of business 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 any Group Member; (f) (i) Liens in existence on the applicable Person date hereof listed on Schedule 6.03(f) securing Indebtedness in existence on the date hereof and whichpermitted by Section 6.02(f) and (ii) renewals of any Liens permitted by clause (i) securing Indebtedness permitted by Section 6.02(f) that is a refinancing, with respect replacement, refunding, renewal or extension of any Indebtedness described in clause (i), provided that no such Lien permitted by this clause (ii) shall cover any property that is not subject to Borrowing Base Propertiessuch Lien on the date hereof and that the amount of Indebtedness secured thereby is not increased after the date hereof; (g) Liens securing Indebtedness of any Group Member incurred pursuant to Section 6.02(g) to finance purchase money Indebtedness or any other Capital Expenditure, have been reviewed provided that (i) such Liens shall be created substantially simultaneously with, or within 60 days after, the making of such Capital Expenditure and approved (ii) such Liens do not at any time encumber any property other than the property financed by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent)Indebtedness; (h) Liens created pursuant to the Security Documents 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 judgmentsObligations, the Cash Management Obligations and the Hedging Obligations; (i) Liens securing Indebtedness permitted under Section 8.03in favor of any Governmental Authority to secure progress, advance or other payments pursuant to any contract or provision of any statute; (j) Leases or subleases Liens on assets of any Excluded Subsidiary to secure Indebtedness of any Group Member (including Indebtedness of such Excluded Subsidiary) permitted under Section 8.176.02(z); (k) Liens created in the ordinary course of business in favor of banks and other financial institutions on credit balances of any bank accounts of any Group Member held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest set-off arrangements in respect of title such bank accounts in the ordinary course 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 Agreementbusiness; (l) Liens deemed arising from leases, subleases or licenses granted to exist others which do not interfere in connection any material respect with Investments in repurchase agreements permitted under Section 8.02the business of any Group Member; (m) normal and customary Liens arising by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff upon deposits of cash in favor of banks set-off or other depository institutionssimilar rights and remedies as to deposit accounts; (n) Liens any interest or title of a collection bank arising lessor under Section 4-210 of the Uniform Commercial Code on items any lease entered into by any Group Member in the ordinary course of collectionits business and covering only the assets so leased; (o) Liens of sellers of goods to securing (i) the Borrower Tranche A Term Loans, (ii) the Senior Subordinated Notes and (iii) the Additional Liquidity Facility, and any refinancings, replacements, refundings, renewals or extensions of its Subsidiaries arising under Article 2 any of the Uniform Commercial Code or similar provisions of applicable law foregoing; provided that such Liens are subordinated on terms no less favorable on the whole than those set forth in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; andIntercreditor Agreement; (p) Liens pursuant securing Permitted Receivable Facilities; (q) Liens securing Indebtedness permitted by Section 6.02(b) and Section 6.02(j) on the assets of the Subsidiaries described therein; provided that any such Liens on assets of any Loan Party shall be subordinated to any and all Liens securing the Obligations, the Cash Management Obligations and the Hedging Obligations and any other Liens governed by the Intercreditor Agreement on terms and conditions reasonably satisfactory to the Administrative Agent in its discretion; (r) Liens securing Indebtedness permitted by Section 6.02(i), (r) and (x); (s) Liens arising from judgments and attachments in connection with court proceedings, provided that (i) the attachment or enforcement of such Liens would not result in an Event of Default hereunder, (ii) such Liens are being contested in good faith by appropriate proceedings, (iii) no material assets or property of any Group Member is subject to material risk of loss or forfeiture, and (iv) a stay of execution pending appeal or proceeding for review is in effect; (t) Liens on cash or Cash Equivalents to secure the obligations of any Group Member under any Swap Agreement not prohibited by Section 6.12; (u) Liens securing any Permitted PILOT Transaction.Subordinated Indebtedness (including Permitted Designated Subordinated Indebtedness), so long as such Liens comply with the criteria set forth in clause (iii) of the definition of “Permitted Subordinated 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 date hereof and listed on Schedule 8.01 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedsupplemented, (ii) the amount secured or benefited thereby is not increased, 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(b7.03(b); (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 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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) judgment Liens securing judgments for the payment of money which would not constituting constitute an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsDefault; (i) Liens securing Indebtedness 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 licenses (with respect to intellectual property Collateral and other property), leases or subleases permitted under Section 8.17granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations; (k) any (i) interest of or title of a lessor underor sublessor under any lease not prohibited by this Agreement, and (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (l) Liens arising from filing UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, solely to leases permitted not prohibited 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 any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of setoff upon deposits of cash in favor of banks or other depository institutionsany real property; (n) Liens arising out of a collection bank arising under Section 4-210 conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Uniform Commercial Code on items Borrower or any of its Subsidiaries in the ordinary course of collectionbusiness and not prohibited by this Agreement; (o) Liens in favor of sellers of goods Caterpillar Financial Services Corporation related to generators and related equipment for PowerSecure Shared Savings Projects and sold to the Borrower and or any of its Subsidiaries arising under Article 2 and any renewals and extensions thereof, provided that the aggregate principal amount of Indebtedness secured thereby does not exceed $7,500,000; (p) Liens with respect to vehicle leases of the Uniform Commercial Code or similar provisions of applicable law Borrower and its Subsidiaries entered into in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and (pq) Liens pursuant with respect to any Permitted PILOT Transactionoperating leases of copiers, fax machines and similar office equipment in the ordinary course of business.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, 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)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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, 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 8.038.03(e); 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 cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within ninety days after the acquisition thereof; (j) Leases leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (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; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (on) Liens of sellers of goods to the 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; (o) other Liens which secure Indebtedness of the Borrower and its Subsidiaries; andprovided that the aggregate principal amount of Indebtedness secured thereby shall not at any time exceed $10,000,000; (p) Liens granted in favor of any Governmental Authority created pursuant to cost-type contracts, progress-billing contracts or advance-pay contracts with such Governmental Authority to which the Borrower or any of its Subsidiaries is a party in the materials and products of the Borrower and its Subsidiaries subject to such contracts or, in the case of advance-pay contracts only, any advance payments made thereunder to the Borrower and its Subsidiaries by such Governmental Authority; and (q) Liens on any Property of the Borrower or any of its Subsidiaries acquired after the Closing Date pursuant to a Permitted PILOT TransactionAcquisition or any Liens on any Property of any Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition provided that, in each case (i) such Liens secure only Acquired Purchase Money Indebtedness permitted under Section 8.03(g), (ii) such Liens were not created in contemplation of or in connection with any such Permitted Acquisition and (iii) such Liens do not at any time encumber any Property other than the Property financed by such Acquired Purchase Money 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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 8.03(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(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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments); (i) Liens securing purchase money Indebtedness permitted under Section 8.038.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) if such Liens existed on assets of a Person existing at the time such Person becomes a Subsidiary of the Company in connection with a Permitted Acquisition, such Liens were not created in contemplation of such Permitted Acquisition and (iii) if such Liens are created or granted by the Company or a Subsidiary, such Liens attach to such property concurrently or within ninety days after the acquisition thereof; (j) Leases leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of the Company or any of its Subsidiaries; (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;; and (o) Liens on shares of sellers of goods the Company’s common capital stock that have been repurchased by the Company and held in treasury, to the Borrower and any extent such common capital stock constitutes “margin stock” within the meaning 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; and (p) Liens pursuant to any Permitted PILOT Transaction.Regulation U.

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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) leases, subleases, licenses and sublicenses granted to third Parties in the ordinary course of business, in each case, not interfering with the operations of business of the Company or its Subsidiaries; (i) 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;8.01(h); and (ij) Liens securing Indebtedness permitted under Section 8.03; 7.03(f) or (j) Leases or subleases permitted under Section 8.17; (k) g); provided, that the aggregate outstanding principal amount of such Indebtedness secured by such Liens shall not exceed $50,000,000 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 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 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; and (p) Liens pursuant to any Permitted PILOT Transactiontime.

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 existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement and the other Loan DocumentDocuments; (b) Liens existing for taxes, fees, assessments or other government charges or levies, either (i) not delinquent or (ii) being contested in good faith and for which the Borrower maintains adequate reserves on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereofits books, provided that (i) no notice of any such Lien has been filed or recorded under the property covered thereby is not changedInternal Revenue Code of 1986, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changedas amended, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b)Treasury Regulations adopted thereunder; (c) purchase money Liens (i) on equipment acquired or held by the Borrower incurred for financing the acquisition of the equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate amount outstanding, or (ii) existing on equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the equipment; (d) Liens of carriers, warehousemen, suppliers, or other than Persons that are possessory in nature arising in the ordinary course of business so long as such Liens imposed under ERISA) for taxes, assessments attach only to Inventory and which are not delinquent or governmental charges or levies not yet due remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on which proceedings have the books effect of preventing the forfeiture or sale of the applicable Person in accordance with GAAPproperty subject thereto; (de) statutory Liens to secure payment of landlords and Liens of carriersworkers’ compensation, warehousemenemployment insurance, mechanicsold-age pensions, materialmen and suppliers social security and other Liens imposed by law or pursuant to customary reservations or retentions of title arising like obligations incurred 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 other than Liens imposed 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(dERISA); (ef) pledges Liens incurred in the extension, renewal or deposits refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase; (g) leases or subleases of real property granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in connection with workers’ compensationthe ordinary course of such Person’s business), unemployment insurance and other social security legislationleases, subleases, non-exclusive licenses or sublicenses of personal property (other than any Lien imposed by ERISAIntellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting the Administrative Agent a security interest therein; (fh) deposits non-exclusive licenses of Intellectual Property granted 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 third parties 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); (hi) Liens securing judgments for the payment of money arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Section 9.01(hSections 8.1 (e) or securing appeal or other surety bonds related to such judgments; and (i) Liens securing Indebtedness permitted under Section 8.03h); (j) Leases Liens on the Pledged Money Market Account in favor of Xxxxx Fargo Bank, N.A. to secure obligations of Borrower to Xxxxx Fargo Bank, N.A. for ACH processing services provided by Xxxxx Fargo Bank, N.A. to Borrower; provided, however that (i) Borrower shall not permit the amount on deposit in the Pledged Money Market Account to exceed the limit set forth in the Perfection Certificate without the prior written consent of the Administrative Agent, (ii) Borrower shall not move or subleases permitted under Section 8.17;transfer the Pledged Money Market Account or any monies or other assets on deposit therein to any Person (other than SVB and its Affiliates) without the prior written consent of the Administrative Agent, and (iii) Borrower shall not create, incur, allow or suffer any Lien or otherwise grant a security interest on the Pledged Money Market Account to any Person other than Xxxxx Fargo Bank, N.A. and/or the Administrative Agent for the benefit of the Lenders; and (k) any Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a perfected security 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 Agreementthe amounts held in such deposit and/or securities accounts; (l) Liens deemed in favor of customs and revenue authorities arising as a matter of law to exist secure payment of custom duties in connection with Investments in repurchase agreements permitted under Section 8.02the importation of goods; (m) normal Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with a Loan Party or becomes a Subsidiary of a Loan Party or acquired by a Loan Party; provided, that (i) such Liens were not created in contemplation of such acquisition, merger, consolidation or Investment, (ii) such Liens do not extend to any assets other than those of such Person and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;(iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.2; and (n) Liens Any interest or title of a collection bank arising lessor, sublessor, licensor, or sublicensor under Section 4-210 of the Uniform Commercial Code on items any lease or license entered into by a Group Member in the ordinary course of collectionits business and covering only the assets so leased or licensed; (o) Liens attaching solely to xxxx xxxxxxx money deposits in connection with a Permitted Acquisition or an acquisition of sellers property not otherwise prohibited hereunder; (p) the filing of goods to the Borrower and any UCC financing statements solely as a precautionary measure in connection with operating leases or consignment 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 expensesgoods; and (pq) Liens pursuant not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Group Members) $1,000,000 at any Permitted PILOT Transactionone time.

Liens. Create, incur, assume Neither the Credit Parties nor any of their respective Subsidiaries nor any Guarantor shall create or suffer permit to exist any Lien upon mortgage, pledge, title retention lien or other lien, encumbrance or security interest (all of which are hereafter referred to in this subsection and in this Agreement as a "lien" or "liens") with respect to any of its property, property or assets or revenues, whether now owned or hereafter acquired, other than the followingincluding, without limitation any of their respective rights, title and interests in and to any Real Estate, whether leased or owned, except: (a1) Liens liens in favor of the Agent, for the benefit of the Lenders and the Agent, created pursuant to any Loan Documentthe requirements of this Agreement or otherwise; (b2) Liens existing on any Lien or deposit with any governmental agency required or permitted to qualify it to conduct business or exercise any privilege, franchise or license, or to maintain self-insurance or to obtain the date hereof and listed on Schedule 8.01 and benefits of or secure obligations under any renewals law pertaining to worker's compensation, unemployment insurance, old age pensions, social security or extensions thereofsimilar matters, provided that (i) the property covered thereby is not changedor to obtain any stay or discharge in any legal or administrative proceedings, (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 similar lien or extension deposit arising in the ordinary course of the obligations secured or benefited thereby is permitted by Section 8.03(b)business; (c3) Liens any mechanic's, worker's, repairmen's, carrier's, warehousemen's or other like liens arising in the ordinary course of business for amounts not yet due and for the payment of which adequate reserves have been established, or deposits made to obtain the release of such liens; (other than Liens imposed under ERISA4) easements, licenses, minor irregularities in title or minor encumbrances on or over any real property which do not, in the judgment of the Required Lenders, materially detract from the value of such property or its marketability or its usefulness in its business; (5) liens for taxes, assessments or taxes and governmental charges or levies which are not yet due 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; (d6) statutory Liens liens created by or resulting from any litigation or legal proceeding which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established; (7) those liens in favor 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, Acquisition Sellers which secure Acquisition Seller Debt; provided that (i) an the maximum aggregate amount equal to (A) ten percent (10.0%) of the construction budget of any hotel then being constructed Acquisition Seller Debt secured 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 such liens shall be $2,000,000 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 the Acquisition Seller holding any such lien is a party to an intercreditor and subordination agreement with the Agent and the Lenders and the Company in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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 form and substance satisfactory to the Administrative Agent, shall not be considered “Liens” with respect to Agent and the Borrowing Base Properties for purposes of this Section 8.01(d); (e) pledges or deposits Required Lenders 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 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 expensesall respects; and (p8) liens on property that secure only Debt incurred for the purchase price of such property, but only to the extent such Debt is permitted under Section 5.02(l)(iii) Liens pursuant of this Agreement and to any Permitted PILOT Transactionthe extent such Debt is not greater than the fair market value of such property.

Liens. CreateThe Company 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 date hereof Closing Date and listed on Schedule 8.01 7.01, and any modifications, replacements, renewals or extensions thereof; provided, provided that (i) that, the property covered thereby amount of Indebtedness or other obligations secured by such Liens is not changedincreased at the time of such modification, (ii) the replacement, renewal or extension, except by an amount secured equal to a reasonable premium or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changedother reasonable amount paid, and (iv) fees and expenses reasonably incurred, in connection with any such modification, replacement, renewal or extension of the obligations secured underlying Indebtedness or benefited thereby is permitted by Section 8.03(b)an amount equal to any existing commitments unutilized under the underlying Indebtedness; (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) that are not yet due 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; (dc) statutory and ordinary course contractual 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 propertiesbusiness; provided, further, that with respect to all Liens referenced in this subclause (i)that, such Liens shall secure only amounts not yet due and payable overdue for a period of more than thirty (30) days or, if due and payable, are (Ai) are unfiled and no other action has been taken to enforce the same, or (Bii) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (ei) 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 (A) any Lien imposed by ERISA, and (B) Liens in the ordinary course of business securing liability for reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Company, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (d)(i) above; (fe) (i) pledges or deposits to secure the performance of bids, trade contracts contracts, government contracts, performance bonds and leases (other than Indebtedness), 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 in the ordinary course of business, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (e)(i) above; (gf) easements, rights-of-rights of way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances affecting affecting, and minor title deficiencies on or with respect to, 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 Company 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)its Subsidiaries; (hg) 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(h8.01(h); (h) leases, subleases, licenses or sublicenses granted to others (and pledges or deposits securing appeal or other surety bonds related to such judgmentsobligations) not interfering in any material respect with the business of the Company and its Subsidiaries; (i) Liens securing Indebtedness permitted under Section 8.03; (j) Leases or subleases permitted under Section 8.17; (ki) any interest of title of a lessor underunder operating leases permitted by this Agreement, and (ii) purported Liens arising from UCC evidenced by the filing of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, to operating leases permitted by this AgreementAgreement or consignment or bailee arrangements entered into in the ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (mj) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsinstitutions and banker’s liens, rights of setoff upon deposits of cash or other financial assets or similar rights and remedies (i) in favor of banks or other depository institutions not granted in connection with the issuance of Indebtedness, or (ii) in connection with commodity trading or other brokerage accounts incurred in the ordinary course of business; (nk) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (ol) (i) Liens of sellers of goods to the Borrower Company and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law 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, and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business; (m) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Company and its Subsidiaries; (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (o) Liens with respect to any Cash Collateral provided by any Borrower pursuant to any Loan Document; (p) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition; provided, that, such Lien was not created in contemplation of such acquisition; (q) Liens solely on xxxx xxxxxxx money deposits made by any Borrower in connection with any letter of intent or purchase agreement; (r) rights of first refusal, put, call and similar rights arising in connection with repurchase agreements; (s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (t) Liens securing obligations under any Swap Contract not entered into for speculative purposes; (u) Liens on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness; (v) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property; (w) Liens on cash collateral to secure obligations of the Borrowers, so long as the aggregate amount of such cash collateral does not exceed $50,000,000 at any time; (x) Liens on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of credit and banker’s acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of business; (y) Liens on assets to be sold by the Company or any Subsidiary pursuant to an agreement entered into for the disposition of such assets, pending the closing of such disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (z) Liens securing Indebtedness permitted by Section 7.02(k); provided, that, (i) such Liens do not at any time encumber any property other than property financed by such Indebtedness (together with any accessions thereto and proceeds thereof), and (ii) such Liens attach to such property concurrently with or within one hundred eighty (180) days after the acquisition thereof; and (paa) Liens pursuant to any Permitted PILOT Transactionsecuring Priority Indebtedness permitted by Section 7.02(m).

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals for taxes 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 not at the time delinquent or levies not yet due thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, for which it maintains 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)reserves; (eb) pledges or deposits Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with workers’ worker's compensation, unemployment insurance compensation and other types of social security legislation(excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves; (c) Liens identified in the attached "Liens Schedule"; (d) subject to the limitation set forth in Section 6.9(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other than any Lien imposed similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by ERISAappropriate proceedings; (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-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person and which, with respect to 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) Company 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 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 expensesSubsidiary; and (pg) Liens pursuant to any Permitted PILOT Transactionin favor of the Senior Lenders arising under the Credit Documents.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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)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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments9.01(i); (i) Liens securing Indebtedness permitted under Section 8.038.03(e); 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 cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Leases leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries; (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 (including operating 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 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; and; (p) Liens on certain accounts receivable of a Foreign Subsidiary which are subject to a factoring program entered into by such Foreign Subsidiary in accordance with the terms of Section 8.03(g); (q) Liens in favor of the applicable IDB with respect to any PILOT Program Property; (r) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.15(a); and (s) Liens on cash in favor of a seller of any Permitted PILOT Transactionproperty to be acquired pursuant to an Acquisition permitted by Section 8.02(i) to be applied against the purchase price for such Acquisition.

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 date hereof First Amendment Closing Date and listed on Schedule 8.01 7.01 to this Agreement 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(b7.04(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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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, amount and which do not not, in any case 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 any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the payment Borrower or a Loan Party, and not created in contemplation of money such acquisition; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not constituting an Event created in contemplation of Default under or in connection with such acquisition, and (iii) the Indebtedness thereby secured is permitted by Section 9.01(h) or securing appeal or other surety bonds related to such judgments7.04(f); (i) Liens securing Indebtedness Capital Lease obligations permitted under Section 8.037.04(g); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Lease obligations and Liens securing obligations to make equipment financing lease or rental payments permitted under Section 7.04(g); (j) Leases Purchase money Liens upon or subleases in any property acquired by Borrower or any Loan Party to secure the deferred portion of the 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 (ii) the Indebtedness thereby secured is permitted under by Section 8.177.04(e); (k) Liens reserved in or exercisable under any lease or sublease to which the Borrower or a Loan Party 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 Loan Party is in material compliance with the terms and conditions thereof; and (l) any interest of or 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 under any lease entered into 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 Borrower and or any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law Loan Party in the ordinary course of business, its business and covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and (p) Liens pursuant to any Permitted PILOT Transactionassets so leased.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon on or with respect to any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the followingexcept: (ai) Liens created pursuant to any the Loan DocumentDocuments (including, without limitation, Liens in favor of the Swingline Lenders and/or the Issuing Lenders, as applicable, on Cash Collateral granted pursuant to the Loan Documents); (bii) Liens existing in existence on the date hereof Closing Date and listed described on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed9.2, and the replacement, renewal or extension thereof (iv) including Liens incurred in connection with any refinancing, refunding, renewal or extension of Indebtedness pursuant to Section 9.1(c) (solely to the obligations secured extent that such Liens were in existence on the Closing Date and described on Schedule 9.2)); provided that the scope of any such Lien shall not be increased, or benefited thereby is permitted by Section 8.03(b)otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (ciii) Liens (other than Liens imposed under ERISA) for taxes, assessments or and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA, any Canadian Pension Laws or Environmental Laws) (i) not yet past due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or (ii) 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 extent required by GAAP; (div) statutory Liens the claims of landlords and Liens of materialmen, mechanics, carriers, warehousemen, mechanicsprocessors or landlords for labor, materialmen and suppliers and other Liens imposed by law materials, supplies or pursuant to customary reservations or retentions of title arising rentals incurred 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, which (i) an amount equal to are not overdue for a period of more than thirty (A30) ten percent days, or if more than thirty (10.0%30) 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 expansiondays overdue, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to such Liens related and such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), extent required by GAAP and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 do not, individually or in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (oraggregate, with respect to Liens related to materially impair the Xxxxxxx National Property subject to use thereof in the Laws operation of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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 business of the applicable jurisdiction, attach to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Consolidated Companies taken as a whole; (ev) deposits or pledges or deposits made in the ordinary course of business in connection with with, or to secure payment of, obligations under workers’ compensation, unemployment or employment insurance and other types of social security legislation, or similar legislation (other than Liens imposed pursuant to any Lien imposed by ERISA; (f) deposits of the provisions of ERISA or any Canadian Pension Laws), or to secure the performance of bids, trade contracts and leases (other than Indebtedness)) or subleases, 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, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof; (gvi) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregatenature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount, amount and which do not not, in any case materially case, detract from the value of such property or impair the property subject thereto or materially interfere with use thereof in the ordinary conduct of business; (vii) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the applicable Person and which, Consolidated Companies; (viii) Liens securing Indebtedness permitted under Section 9.1(d); provided that (i) such Liens shall be created concurrently with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent or within twenty four (such approval to be in the sole discretion 24) months of the Administrative Agentacquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and the proceeds thereof, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable); (hix) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.01(h10.1(m) or securing appeal or other surety bonds related relating 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 collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code on items UCC and/or the PPSA, as applicable, in effect in the course relevant jurisdiction and (ii) Liens of collectionany depositary bank in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account of any Borrower or any Subsidiary thereof; (oxi) (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code goods) or similar provisions of applicable law customers granted in the ordinary course of businessbusiness to the extent limited to the property or assets relating to such contract; (xii) Liens on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of Centuri or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by Centuri or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, covering with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific Property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of Centuri or any of its Subsidiaries and (E) the goods sold Indebtedness secured by such Liens is permitted under Section 9.1(i) of this Agreement); (xiii) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Consolidated Companies taken as a whole or materially detract from the value of the relevant assets of the Consolidated Companies taken as a whole or (ii) secure any Indebtedness; (xiv) Liens on Receivables Assets that have been transferred to a Person other than Centuri and its Subsidiaries (other than a Receivables Subsidiary) in connection with such Permitted Receivables Transaction securing only Permitted Receivables Transactions; (xv) Liens not otherwise permitted hereunder securing Indebtedness or other obligations in the unpaid purchase price for such goods aggregate principal amount not to exceed at any time outstanding the greater of (i) $100,000,000 and related expenses(ii) 4.0% of Consolidated Total Assets; and (xvi) Liens on Collateral securing Incremental Equivalent Indebtedness. Notwithstanding the foregoing, in no event shall this Section permit any consensual Liens on real property except pursuant to clauses (a), (b), (c), (d), (f), (h), (k), (l) and (p) Liens pursuant to any Permitted PILOT Transactionabove.

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 date hereof and listed on Schedule 8.01 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, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.02(a); (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%) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 8.03;7.02(d); and (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 not otherwise permitted by this Agreement; Sections 7.01(a) through (li) Liens deemed that will not in the aggregate at any time attach 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 assets of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Borrower Company and any of its Subsidiaries arising under Article 2 in excess of 5% of the Uniform Commercial Code or similar provisions Consolidated Total Assets 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; and (p) Liens pursuant to any Permitted PILOT TransactionCompany.

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 date hereof and listed on Schedule 8.01 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, and (iv) any renewal or extension thereof (without increase in the amount by more than the sum of accrued and unpaid interest and normal and customary costs, fees and expenses payable in connection therewith of the obligations Indebtedness secured or benefited thereby is permitted by Section 8.03(bthereby); (c) Liens for taxes which are not delinquent or remain payable without penalty, or to the extent non-payment thereof is permitted under Section 6.04; provided that no notice of lien has been filed or recorded under the Code; (d) landlords', carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due 90 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if which proceedings have the effect of preventing the forfeiture of the property subject thereto and for which 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 Indebtednessfor borrowed money), statutory obligations, surety bonds (other than bonds related to judgments or litigation)bonds, appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, servitudes, covenants, minor defects or irregularities in title, 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; provided that the enforcement of such Liens is effectively stayed; (i) Liens securing Indebtedness permitted under Section 8.03on the property of a Person existing at the time such Person is merged into or consolidated with any Loan Party or any Subsidiary of a Loan Party or becomes a Subsidiary of any Loan Party or on assets acquired by any Loan Party or any Subsidiary of a Loan Party existing at the time such assets are acquired; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged or consolidated with such Loan Party or such Subsidiary or acquired by such Loan Party or such Subsidiary, and the proceeds thereof; (j) purchase money Liens (including Capitalized Leases and Off-Balance Sheet Obligations) upon any real or subleases permitted under Section 8.17personal property acquired or held by any Loan Party or any Subsidiary to secure the purchase price of such property or renewals or extensions of any of the foregoing for the same or a lesser value; provided, however, that no such Lien, and no renewal or extension thereof, shall extend to or cover any properties of any character other than the property being acquired and the proceeds thereof; provided, further, that (i) the aggregate principal amount of Indebtedness secured by the Liens referred to in this subsection (j) shall not exceed 100% of the cost, of the property being acquired on the date of the acquisition, (ii) such Indebtedness is created and such Lien attaches to such property concurrently with or within ninety (90) days of the acquisition thereof, and (iii) such Lien does not at any time encumber any property other than the property financed by such Indebtedness; (k) any interest of or title of a lessor under, under any operating lease entered into by any Loan Party or any Subsidiary in the ordinary course of its business and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementcovering only the assets so leased; (l) Liens deemed licenses, operating leases or subleases granted to exist other Persons in connection the ordinary course of business not interfering in any material respect with Investments in repurchase agreements permitted under Section 8.02the business of any Loan Party or any Subsidiary; (m) normal and customary rights Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by any Loan Party or any Subsidiary in the ordinary course of setoff upon deposits of cash in favor of banks or other depository institutionsbusiness; (n) Liens in favor of a collection bank banking institutions arising under Section 4by operation of law encumbering deposits (including the right of set-210 of the Uniform Commercial Code on items off) held by such banking institutions incurred in the ordinary course of collectionbusiness and that are within the general parameters customary in the banking industry; (o) other Liens securing Indebtedness not otherwise prohibited under this Agreement in an aggregate amount not exceeding 10% or more of sellers the Consolidated Net Worth of goods Xxxxxxx-Xxxxxx International and the Subsidiaries; (p) any encumbrance or restriction (including, without limitation, any put and call agreements) with respect to the Borrower capital stock of any joint venture or Subsidiary pursuant to the agreement governing such joint venture or Subsidiary; (q) possessory rights of customers of the Loan Parties and their Subsidiaries in equipment for resale arising under leases, bailment arrangements and rental agreements entered into in the ordinary course of business of such Loan Party or such Subsidiary; (r) Liens upon specific items of Inventory and the proceeds thereof securing the obligations of the Loan Parties or any of its their Subsidiaries arising under Article 2 in respect of bankers' acceptances issued or created for the account of the Uniform Commercial Code Loan Party or similar provisions such Subsidiary to facilitate the purchase, shipment or storage of applicable law such Inventory; (s) Liens arising in connection with trade letters of credit issued to secure the purchase of Inventory in the ordinary course of business of the Loan Parties and their Subsidiaries, provided that such Liens shall cover only the documents in respect of which such letters of credit were issued, the goods covered thereby and the insurance proceeds of such goods; (t) security and other deposits made by the Loan Party or any Subsidiary under the terms of any lease or sublease of property entered into by the Loan Parties or any such Subsidiary in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; andor (pu) Liens pursuant to the replacement, extension or renewal of any Permitted PILOT TransactionLien permitted by clause (b) or (i) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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)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 overdue for more than sixty days or, if due and payableoverdue for more than sixty days, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments); (i) Liens securing Indebtedness permitted under Section 8.038.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Leases leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (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;; and (o) Liens arising on any real property as a result of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code eminent domain, condemnation 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 proceeding being commenced with respect to such goods and related expenses; and (p) Liens pursuant to any Permitted PILOT Transactionreal property.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesrevenues (in each case, other than margin stock (within the meaning of Regulation U issued by the FRB)), whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 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 7.03(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 which are not overdue for a period of more than thirty (30) days after receipt of notice thereof 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 8.037.03(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 Liens securing Indebtedness permitted under Section 8.177.03(h)(i)(A); provided that such Liens do not at any time encumber any property (including assets or Equity Interests) other than property acquired as part of a Permitted Acquisition; (k) any interest of title of a lessor under, and Liens arising from or related to precautionary UCC or like personal property financing statements (or equivalent filings, registrations or agreements filed in foreign jurisdictions) relating to, leases permitted by this Agreement;connection with any lease of inventory; and (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal and customary bankers’ Liens, rights of setoff upon deposits of cash and other similar Liens existing on property on deposit in favor of banks one 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 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 more accounts maintained by such goods and related expenses; and (p) Liens pursuant to any Permitted PILOT TransactionLoan Party.

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 (with such Liens described below being referred to herein as "Permitted Liens"): (a) (i) Liens pursuant securing Senior Indebtedness; and (ii) Liens securing any Indebtedness ranking junior in right of payment to any the Senior Indebtedness, solely to the extent that the Loan DocumentParties make effective provision for securing the Senior Subordinated Loans and all other Senior Subordinated Obligations equally and ratably with such Indebtedness referred to in this clause (ii) or, in the event such Indebtedness is Subordinated Indebtedness, prior to such Indebtedness, as to such property or assets for so long as such Indebtedness shall be so secured; (b) Liens existing on the date hereof and listed described on Schedule 8.01 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, 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, fees, assessments or other governmental charges or levies charges, not yet due or which are not delinquent or remain payable without penalty, or to the extent non-payment thereof is permitted by Section 6.04; provided that no notice of lien has been filed or recorded under the Code; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and for which adequate reserves with respect thereto are maintained on the books of the applicable Person 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (e) Liens, including pledges or deposits made by any Consolidated Party, 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 restrictions, survey exceptions, reservations, licenses and other similar encumbrances affecting real property of any Loan Party or any of their Restricted Subsidiaries incurred in the ordinary course of business 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 Person; (g) Permitted Encumbrances (as defined in any mortgage securing the Administrative Agent (such approval to be in the sole discretion of the Administrative AgentSenior Facilities); (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 8.037.03(f); (j) Leases Liens on property of a Restricted Subsidiary Acquired by a Consolidated Borrower Party after the Closing Date in a Permitted Acquisition or subleases Permitted Asset Exchange; provided, however, that (i) such Liens were not created in contemplation of such Acquisition, (ii) if such Acquisition is effected by a merger or consolidation with an existing Consolidated Borrower Party, such Liens do not encumber any assets or property previously owned by such Consolidated Borrower Party and (iii) if such Liens secure any Indebtedness, such Indebtedness is otherwise permitted under Section 8.177.03(g); (k) any interest leases and subleases of title Real Property Assets 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 AgreementConsolidated Party which do not materially interfere with the ordinary conduct of the business of such Consolidated Party; (l) Liens deemed arising solely by virtue of any statutory or common law provisions relating to exist in connection banker's Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with Investments in repurchase agreements permitted under Section 8.02a depositary institution; (m) normal and customary rights Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by any Consolidated Borrower Party in the ordinary course of setoff upon deposits of cash in favor of banks or other depository institutionsbusiness; (n) Liens securing the performance of, or payment in respect of, leases, bids, tenders, government contracts (other than for the repayment of borrowed money), surety, performance and other obligations of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items similar nature incurred in the ordinary course of collectionbusiness; (o) Liens in favor of sellers customs and revenue authorities arising as a matter of goods law or pursuant to a bond to secure payment of customs duties in connection with the Borrower and any importation 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 expensesgoods; and (p) Liens arising by virtue of statute in favor of any holder of Senior Indebtedness in respect of the Investment of the Loan Parties in non-voting participation certificates of such holder permitted pursuant to any Permitted PILOT TransactionSection 7.02(b).

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 securing the Obligations; (b) Liens existing on the date hereof Restatement Date and listed on Schedule 8.01 7.01(b) and any modifications, replacements, renewals or extensions thereof, ; provided that (i) the property covered thereby is not changedchanged (except for replacements and accessions to such property and additions that do not increase the value of such property in any material respect), (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, changed and (iv) any renewal or extension of the obligations secured or benefited thereby thereby, to the extent constituting Indebtedness, 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 in respect of landlords and Liens property or assets of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens Holdings or any of its Subsidiaries imposed by law or pursuant to customary reservations or retentions of title arising and which were incurred in the ordinary course of business and in an aggregate amount do not to exceed secure Indebtedness for borrowed money (such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the aggregate)ordinary course of business) and which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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 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 permitted under Section 8.037.03(e); provided that (i) in the case of Liens securing purchase money Indebtedness and Capital Leases, (A) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness, and (B) the Indebtedness secured thereby does not exceed the cost or fair market value of the property, whichever is lower, being acquired on the date of acquisition, improvements thereto and related expenses; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms and (ii) with respect to any Liens existing on any property or asset prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary in connection with a Permitted Acquisition, such Lien (x) is not created in connection with such acquisition or such Person becoming a Subsidiary, as the case may be and (y) shall not encumber any other property or assets of any Borrower or any Subsidiary; (j) Leases precautionary filings in respect of operating leases; and leases, licenses, subleases or subleases permitted under Section 8.17sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower or any Subsidiary or (ii) secure any Indebtedness; (k) any interest other Liens securing obligations the aggregate amount of title which does not exceed the greater of a lessor under, (x) $50,000,000 and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsy) relating to, leases permitted by this Agreement2.00% of Consolidated Total Assets; (l) Liens deemed to exist on property of Foreign Subsidiaries organized in connection with Investments jurisdictions other than any jurisdiction in repurchase agreements which a Borrower is organized securing Indebtedness of such Foreign Subsidiaries permitted under by Section 8.027.03(g), the proceeds of which indebtedness are used for such Foreign Subsidiaries’ working capital purposes; (m) normal and customary rights Liens arising in connection with a Qualified Receivables Transaction on Receivables Program Assets permitted to be Disposed of setoff upon deposits of cash in favor of banks or other depository institutionspursuant to Section 7.05(l) securing Receivables Program Obligations permitted by Section 7.03(j); (n) Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the importation of goods; (o) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit and bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (p) Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (q) Liens (i) 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 commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off and banker’s liens) and which are within the general parameters customary in the banking industry; (or) deposits made in the ordinary course of business to secure liability to insurance carriers; (s) non-exclusive licenses for the use of intellectual property entered into in the ordinary course of business; (t) Liens on Cash Collateral granted in favor of sellers any Lenders and/or the L/C Issuer created as a result of goods any requirement or option to Cash Collateralize pursuant to this Agreement; (u) Liens that are customary 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 any Borrower and or any of its Subsidiaries arising under Article 2 to permit satisfaction of the Uniform Commercial Code overdraft or similar provisions obligations incurred in the ordinary course of applicable law business of any Borrower or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of any Borrower or any of its Subsidiaries in the ordinary course of business; (v) Liens encumbering customary initial and margin deposits in respect of foreign exchange accounts maintained in the ordinary course of business, covering similar Liens attaching to foreign exchange accounts maintained in the ordinary course of business and Liens on cash and Cash Equivalents to secure Swap Contracts; provided that (x) any account subject to a Lien described above in this paragraph (v) may only contain deposits for the goods sold purposes described above and (y) unless otherwise agreed to by the Administrative Agent or the Required Lenders, neither Holdings nor any of its Subsidiaries shall deposit additional amounts into any account as described above at any time while a Default or any Event of Default exists; (w) Liens incurred in connection with permitted insurance premium financing; (x) Liens securing only Indebtedness permitted pursuant to Section 7.03(r) so long as such Liens do not extend to any other asset other than those so encumbered at the unpaid purchase price time of consummation of the applicable Permitted Acquisitions (except for replacements and accessions to such goods property and related expensesadditions that do not increase the value of such property in any material respect); (y) Liens on assets of a Subsidiary that is not a Loan Party in favor of a Subsidiary that is not a Loan Party; and (pz) Liens pursuant securing judgments for the Specified Brazilian Tax Payment or securing appeal or other surety bonds related to any Permitted PILOT Transactionsuch judgments to the extent such Liens are on assets of Tilibra or another Subsidiary organized under the laws of Brazil.

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 date hereof and listed on Schedule 8.01 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, and (iv) and 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 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 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, exceptions, reservations, 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 burden or impair the fair market value or use of such real property for the property subject thereto purposes for which it is 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 could reasonably be expected to be in the sole discretion of the Administrative Agent)held or used; (h) easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used (i) minor defects and irregularities in title to any real property which, in the aggregate, are not substantial in amount, and which do not in any case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used; (j) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially burden or impair the fair market value or use of such real property for the purposes for which it is or could reasonably be expected to be held or used; (k) rights of tenants under leases and rental agreements covering real property entered into in the ordinary course of business of the Person owning such real property; (l) Liens resulting from deposits to secure bids made with respect to, or performance of, contracts (other than contracts creating or evidencing an extension of credit to the depositor or otherwise for the payment of Indebtedness) incurred in the ordinary course of business; (m) Liens in favor of banking institutions arising as a matter of law and encumbering the deposits (including any right of offset or statutory bankers’ lien) maintained by such banking institutions in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such Lien, right of offset or bankers’ lien; (n) precautionary UCC financing statements not evidencing the grant of a Lien arising in connection with operating leases entered into by Borrower or another Loan Party in the ordinary course of business; (o) 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;8.01(i); and (ip) Liens securing Indebtedness permitted under Section 8.03; 7.03(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 of title of a lessor underfair market value, and Liens arising from UCC financing statements (or equivalent filingswhichever is lower, 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 property being acquired on items in the course date of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT Transactionacquisition.

Liens. CreateThe Borrower shall not, and shall not permit any Subsidiary to, 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 date hereof and listed on Schedule 8.01 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, landlords’, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 whichPerson; (i) Liens securing purchase money obligations of the Borrower or Subsidiaries of the Borrower, for fixed or capital assets acquired after the Closing Date, or capital lease obligations of the Borrower or Subsidiaries of the Borrower, provided that, with respect to Borrowing Base PropertiesLiens securing such purchase money or capital lease obligations, have been reviewed and approved (A) such Liens do not at any time encumber any property other than the property financed or leased by such Indebtedness, (B) the Administrative Agent (such approval to be in Indebtedness secured thereby does not exceed the sole discretion cost or fair market value, whichever is lower, of the Administrative Agent)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; and provided further that the aggregate outstanding principal amount of such Indebtedness described in this clause (h) shall not exceed $50,000,000 at any time; (hi) 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) Liens created or incurred after the Closing Date existing (x) on assets at the time of acquisition thereof or (y) at the time of acquisition or purchase by the Borrower or any interest of title its Subsidiaries of a lessor underany business entity then owning such assets, so long as such Liens were not incurred, extended or renewed in contemplation of such acquisition or purchase; provided that (i) the Liens shall attach solely to the assets acquired or purchased, (ii) such Lien shall not apply to any other Property of the Borrower or any of its Subsidiaries, (iii) such Lien shall secure only those obligations and liabilities, and Liens arising from UCC financing statements only such amounts, that it secures on the date of such acquisition and (iv) at the time of the assumption of such debt and after giving effect thereto, no Default or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementEvent of Default would exist; (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 Borrower 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 businessbusiness that constitute banker's Liens, covering only the goods sold rights of set-off or similar rights and securing only the unpaid purchase price for such goods and related expensesremedies as to deposit accounts or other funds maintained with a depositary institution, whether arising by operation of law or pursuant to contract; and (pm) Liens pursuant not otherwise permitted by this Section 7.01; provided that the aggregate outstanding principal amount of Priority Debt at the time of and after giving effect to any Permitted PILOT Transactionsuch Lien under this clause, shall not exceed the greater of (x) $500,000,000 and (y) 15% of Consolidated Net 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 date hereof and listed on Schedule 8.01 7.1 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby 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(b7.3(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, landlord’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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 contracts, utilities and leases (other than IndebtednessIndebtedness or synthetic leases), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds, customs 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 and minor defects of 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; (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 judgments8.1(h); (i) Liens securing Indebtedness permitted under Section 8.037.3(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 any interest or subleases permitted title of a licensor, lessor, or sublessor under Section 8.17any license or lease and any interest or title of a licensee, lessee, or sublessee under any license, cross-license or lease in any event entered into in the ordinary course of business and not otherwise prohibited by the terms of the Loan Documents; (k) any interest of title of a lessor under, and Liens against fixed assets arising from precautionary UCC financing statements (or equivalent filings, registrations or agreements statement filings regarding operating leases entered into by such Person in foreign jurisdictions) relating to, leases permitted by this Agreementthe ordinary course of business; (l) nonconsensual Liens deemed to exist in connection with Investments favor of banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in repurchase agreements permitted under Section 8.02the ordinary course of business; (m) normal Liens on property existing at the time of acquisition thereof by the Parent, the Borrower or any Subsidiary or on property of a Person existing at the time such Person is acquired by, merged with or into or consolidated with Parent, Borrower or any Subsidiary; provided, that (i) such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation, (ii) such Liens do not extend to any other property or assets, and customary rights of setoff upon deposits of cash in favor of banks (iii) the Indebtedness secured thereby is permitted under Section 7.3(h), (i) or other depository institutions(j); (n) Liens in favor of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collectionLoan Party; (o) other Liens of sellers of goods to the Borrower securing Indebtedness and any of its Subsidiaries arising other obligations permitted under Article 2 of the Uniform Commercial Code or similar provisions of applicable law this Agreement, including Section 7.3(j), which Indebtedness and other obligations shall not exceed $15,000,000 in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; andaggregate at any time outstanding; (p) Liens pursuant on the Equity Interests of any non-wholly owned Subsidiary of any Loan Party or Liens on the Equity Interests of any other Investment in favor of Joint Venture co-venturers, in each case solely to secure customary call obligations or similar obligations set forth in such Subsidiary’s organizational documents or any related joint venture or similar agreement; (q) extensions, renewals or replacements, in whole or in part, of any Liens referred to in the foregoing clauses (b), (i) and (m); provided that (i) such Lien does not extend to any Permitted PILOT Transactionadditional property, (ii) the renewal, extension or refinancing of the obligations secured by such Lien is permitted by Section 7.3, and (iii) the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement; and (r) (i) Liens securing upfront margin and termination value of the trade under Swap Contracts to the extent such Swap Contracts are with a Lender and are otherwise permitted under Section 7.3(d); provided that such Liens secure the Obligations on an equal and ratable basis with such Swap Contracts; and (ii) Liens on up to $20,000,000 of Cash Equivalent Investments securing upfront margin and termination value of the trade under Swap Contracts to the extent such Swap Contracts are with a Lender and are otherwise permitted under Section 7.3(d). For the avoidance of doubt, any issued and outstanding common stock of the Parent repurchased by the Parent is not deemed to be any property or asset of the Parent for purposes of this Section 7.1, and, therefore, is not subject to the restrictions contained in this Section 7.1.

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 date hereof Funding Date and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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)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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments); (i) Liens securing Indebtedness permitted under Section 8.038.03(e); 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 cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Leases leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries; (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; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (on) Liens of sellers of goods to the 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; and; (o) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); (p) Liens pursuant on IP Rights to the extent (x) such Liens arise from licenses or sublicenses thereof entered into in the ordinary course of business of the Borrower or any Permitted PILOT TransactionSubsidiary and (y) such licenses or sublicenses do not, in the aggregate, materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries; (q) Liens not otherwise permitted hereunder securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; and (r) prior to the funding of the Loans on the Funding Date only, Liens securing the Existing Credit 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, other than except for the following:following (the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed on Schedule 8.01 7.01 and any renewals or extensions thereof; provided, provided that that: (i) the property covered thereby is not materially changed, ; (ii) the amount secured or benefited thereby is not increased, increased except as contemplated by Section 7.02(b); and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.02(b); (c) Liens for Taxes which are not overdue for more than thirty (other than Liens imposed under ERISA30) for taxes, assessments or governmental charges or levies not yet due 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 such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, operators’, drillers’ or other like Liens and Liens of carriersto secure claims for labor, warehousemenmaterial or supplies, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title in each case 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), 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 propertiesappropriate proceedings diligently conducted; provided, furtherthat, that adequate reserves 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, (A) thereto are unfiled and no other action has been taken to enforce maintained on the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 insurance, pensions and other social security legislation, other than any Lien imposed by ERISA; (f) 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)and appeal bonds, indemnity bond, performance bonds and other obligations of a like nature incurred in the ordinary course of business, or in connection with contests, to the extent that payment thereof is not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided, that, adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) reservations of, easements, rights-of-way, sewers, electric lines, telecommunications lines, restrictions on the use of real property, minor defects and irregularities in the title thereto and other similar encumbrances affecting real property property, and zoning restrictions 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 judgments for arising solely from precautionary UCC financing statement filings with respect to Operating Leases entered into by the payment Borrower or any Subsidiary in the ordinary course of money business with respect to any lease not constituting an Event of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgmentsprohibited by this Agreement; (i) Liens securing Indebtedness permitted under Sections 7.02(b) (other than letters of credit scheduled pursuant to (and already covered by) Section 8.037.02(r)) and 7.02(k) or created to secure payment of a portion of the purchase price of, or existing at the time of acquisition of, any tangible fixed asset (including Liens granted in connection with purchase money Indebtedness, Capital Leases or Ordinary Course Capital Leases); 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 bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash, Cash Equivalents and any other items on deposit in one or subleases permitted under Section 8.17more accounts maintained by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business in favor of the bank or other depository institution with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements arising as a matter of Law or created pursuant to any customary agreement with respect to opening such accounts or any account control agreement in favor of the Administrative Agent; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (out of judgments or equivalent filingsawards not resulting in an Event of Default; provided, registrations that, the applicable Loan Party or agreements Subsidiary shall in foreign jurisdictions) relating to, leases permitted by this Agreementgood faith be prosecuting an appeal or proceedings for review; (l) Liens deemed to exist any interest or title of a lessor, licensor, sublicensor or sub-lessor under any lease, license, sublicense or sublease entered into by any Loan Party or any Subsidiary in connection with Investments in repurchase agreements permitted under Section 8.02the ordinary course of business and covering only the assets so leased, licensed, sublicensed or subleased; (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 4–210 of the Uniform Commercial Code UCC or similar provisions of applicable Law on items in the course of collection; (n) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (o) Liens on the daily revenues in favor of sellers of goods Persons other than the Borrower or its Affiliates who are parties to the Borrower Facility Leases and any of its Subsidiaries arising under Article 2 of Facility Management Agreements for the Uniform Commercial Code or similar provisions of applicable law amounts due to them pursuant thereto; (p) purported Liens in the ordinary course of businessbusiness on fixtures to the extent applicable Law permits a mortgagee to claim an interest therein; provided, covering only that, such purported Liens do not secure any Indebtedness of the goods sold Borrower or any of its Affiliates; (q) Liens on unearned insurance premiums to secure Indebtedness referred to in Section 7.02(j); (r) Liens arising by applicable Law in respect of employees’ wages, salaries, or commissions owed; (s) prepayments and security deposits in the ordinary course of business securing only leases, subleases, licenses, sublicenses, use and occupancy agreements, utility services and similar transactions, in each case, permitted hereunder and not required as a result of any breach of any agreement or default in the unpaid purchase price for such goods payment of any obligation; (t) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any Investments permitted under Section 7.03 (other than by reference to this Section 7.01 (or any sub-clause hereof)); (u) other Liens not described above securing obligations not to exceed at any time outstanding an aggregate amount equal to the greater of (i) $50,000,000 and related expenses(ii) five percent (5.0%) of Consolidated Total Assets; and (pv) Liens pursuant to any Permitted PILOT Transactionon cash and Cash Equivalents in favor of Iberiabank or its Affiliates securing the Indebtedness permitted under Section 7.02(r).

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, Holdings or any of its other Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following (including any financing statements filed in connection with any of the following:): (a) Liens pursuant to any Existing Loan Document; (b) Liens existing on the date hereof Existing Effective Date and listed on Schedule 8.01 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(d) or Section 7.15(d), as applicable, (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) or Section 7.15(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 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%) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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 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; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 8.177.02(g); (k) any interest other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $25,000,000, provided that no such Lien shall extend to or cover Existing Collateral with a book or fair market value (whichever is higher) of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements over $75,000,000 in foreign jurisdictions) relating to, leases permitted by this Agreement;the aggregate; and (l) Liens deemed to exist the replacement, extension or renewal of any Lien permitted by clauses (i) through (k) above upon or in connection with Investments the same property theretofore subject thereto or the replacement, extension or renewal (without increase in repurchase agreements permitted under Section 8.02; (mthe amount or change in any direct or contingent obligor) 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 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; and (p) Liens pursuant to any Permitted PILOT TransactionIndebtedness secured thereby.

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) (i) inchoate Liens pursuant to any Loan Documentfor Taxes not yet due and payable or delinquent and (ii) Liens for Taxes which are due and payable and are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with U.S. GAAP; (b) Liens existing on the date hereof and listed on Schedule 8.01 and in respect of property of any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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 Company imposed by Section 8.03(b); (c) Liens Applicable Law (other than Liens imposed under ERISA) for taxesin respect of Canadian Pension Plans), 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 were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of the property of the Companies, taken as a whole, and do not materially impair the use thereof in the operation of the business of the Companies, taken as a whole, and (ii) which, if they secure obligations that are then due and unpaid for more than 30 days, are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with U.S. GAAP; (c) any Lien in existence on the Amendment No. 2 Effective Date and set forth on Schedule 6.02(c) to Amendment No. 2 that does not attach to the Accounts and Inventory of 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW any Borrower or Borrowing Base Guarantor and any Lien granted as a replacement, renewal or substitution therefor; provided that any such replacement, renewal or substitute Lien (i) does not secure an aggregate amount of Indebtedness, if any, greater than that secured on the Amendment No. 2 Effective Date (including undrawn commitments thereunder in effect on the Amendment No. 2 Effective Date, accrued and unpaid interest thereon and fees and premiums payable in connection with a Permitted Refinancing of the Indebtedness secured by such Lien) and (ii) does not to exceed encumber any property other than the property subject thereto on the Amendment No. 2 Effective Date (in the aggregateany such Lien, an “Existing Lien”); (d) easements, rights-of-way, restrictions (including zoning restrictions), with respect reservations (including pursuant to the Borrowing Base Properties, (i) an amount equal to (A) ten percent (10.0%) of the construction budget any original grant of any hotel then being constructed by Real Property from the Loan Parties (including construction costs applicable Governmental Authority), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances, and minor title deficiencies or irregularities on or with respect to any portion of an operating hotel then subject to an expansionReal Property, but in all cases excluding pre-opening costs and capitalized interest related to any such property)each case whether now or hereafter in existence, plus not (Bi) $50,000,000 securing Indebtedness for borrowed money or (ii) individually or in the aggregate materially interfering 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws ordinary conduct of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws business of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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 Companies at 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Real Property; (e) pledges Liens arising out of judgments, attachments or awards not resulting in an Event of Default that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided on the books of the appropriate Company in accordance with U.S. GAAP; (f) Liens (other than any Lien imposed by ERISA) (x) imposed by Applicable Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; (fy) 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 businessbusiness to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (i) with respect to clauses (x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established on the books of the appropriate Company in accordance with U.S. GAAP, and (ii) to the extent such Liens are not imposed by Applicable Law, such Liens shall in no event encumber any property other than cash and Cash Equivalents and, with respect to clause (y), property relating to the performance of obligations secured by such bonds or instruments; (gi) easementsLeases, rights-of-waysubleases or licenses of the properties of any Company (other than Accounts and Inventory) granted to other persons which do not, restrictions and other similar encumbrances affecting real property which, individually or 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 of the business of the applicable Person any Company and which(ii) interests or title of a lessor, with respect to Borrowing Base Propertiessublessor, have been reviewed and approved licensor or sublicensor or Lien securing a lessor’s, sublessor’s, licensor’s or sublicensor’s interest in any lease or license not prohibited by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agent);this Agreement; 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW (h) Liens securing judgments arising out of conditional sale, hire purchase, title retention, consignment or similar arrangements for the payment sale of money goods entered into by any Company in the ordinary course of business and which do not constituting an Event attach to Accounts or Inventory that is included in the calculation of Default under Section 9.01(h) the Borrowing Base, except to the extent explicitly permitted by the definition of “Eligible Accounts” or securing appeal or other surety bonds related to such judgments“Eligible Inventory,” as applicable; (i) Liens securing Indebtedness incurred pursuant to Section 6.01(f) or Section 6.01(g); provided that any such Liens do not attach to Accounts or Inventory and attach only to the property being financed pursuant to such Indebtedness and any proceeds of such property and do not encumber any other property of any Company (other than pursuant to customary cross-collateralization provisions with respect to other property of a Company that also secures Indebtedness owed to the same financing party or its Affiliates that is permitted under Section 8.036.01(f) or Section 6.01(g)); (ji) Leases or subleases permitted under Section 8.17; Liens that are contractual rights of set-off (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsA) relating toto the establishment of depository relations with banks, leases permitted by this Agreement; (lB) Liens deemed relating to exist pooled deposit or sweep accounts of any Company to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in connection the ordinary course of business of the Companies or (C) relating to purchase orders and other similar agreements entered into with Investments customers of the Companies in repurchase agreements permitted under Section 8.02; the ordinary course of business, (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nii) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (iii) Liens encumbering reasonable customary initial deposits and, to the extent required by applicable law, margin deposits, in each case attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and (iv) Liens in favor of banking institutions, securities intermediaries and clearing agents (including the right of set-off) and which are within the general parameters customary in the banking industry and not granted in connection with the incurrence of Indebtedness; provided that Liens under this clause (j) shall not secure any Excluded Bank Product Debt or any obligations in respect of Excluded Bank Products; (k) (i) Liens granted pursuant to the Loan Documents to secure the Secured Obligations, (ii) pursuant to the Pari Passu Loan Documents to secure the Pari Passu Secured Obligations and any Permitted Refinancings thereof, (iii) Liens securing Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, (iv) Liens securing Additional Senior Secured Indebtedness that are pari passu with the Liens securing the Pari Passu Secured Obligations and subject to the terms of the Intercreditor Agreement and, to the extent such Liens attach to Revolving Credit Priority Collateral, such Liens shall be junior to the Liens securing the Secured Obligations, (v) Liens securing Junior Secured Indebtedness that are subordinated to the Liens granted under the Security Documents or otherwise securing the Secured Obligations and subject to the terms of the Intercreditor Agreement and (vi) Liens securing Other Secured Indebtedness that do not attach to any Collateral or other property of any Loan Party; (l) licenses of Intellectual Property granted by any Company in the ordinary course of business or pursuant to the U.S. Hold Separate Order, a U.S. Hold Separate 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Agreement or a Belgian Purchase Document and, in each case, not interfering in any material respect with the ordinary conduct of business of the Companies; (m) the filing of UCC or PPSA financing statements (or the equivalent in other jurisdictions) solely as a precautionary measure in connection with operating leases or consignment of goods; (n) (x) Liens on property of Excluded Subsidiaries securing Indebtedness of Excluded Subsidiaries permitted by Section 6.01(m), (y) Liens on property of a German Borrower consisting of Revolving Credit Priority Collateral and Hedging Agreements related to the value of such Revolving Credit Priority Collateral securing a Permitted German Alternative Financing incurred by such German Borrower and permitted by Section 6.01(m) and (z) Liens on property of NKL securing Indebtedness permitted by Section 6.01(p); (o) Liens securing the refinancing of sellers any Indebtedness secured by any Lien permitted by clauses (c), (i), (k) or (r) of this Section 6.02 or this clause (o) without any change in the assets subject to such Lien and to the extent such refinanced Indebtedness is permitted by Section 6.01; (p) to the extent constituting a Lien, the existence of an “equal and ratable” clause in the Senior Note Documents (and any Permitted Refinancings thereof) and other debt securities issued by a Loan Party that are permitted under Section 6.01 (but, in each case, not any security interests granted pursuant thereto); (q) 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 to the 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; (r) Liens on assets acquired in a Permitted Acquisition or other Acquisitions permitted under Section 6.04 or on property of a person (in each case, covering only other than Accounts or Inventory owned by a Company organized or doing business in a Principal Jurisdiction) existing at the goods time such person is acquired or merged with or into or amalgamated or consolidated with any Company to the extent permitted hereunder or such assets are acquired (and not created in anticipation or contemplation thereof); provided that (i) such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon and proceeds thereof) and are no more favorable to the lienholders than such existing Lien and (ii) (x) such Liens secure obligations in respect of Indebtedness permitted under Section 6.01(dd), so long as such Liens do not extend to any assets of any Person other than the assets of one or more Companies organized under the laws of the People’s Republic of China that is not a Loan Party, or (y) the aggregate principal amount of Indebtedness secured by such Liens does not exceed the greater of (1) 2% of Consolidated Net Tangible Assets and (2) $200,000,000 at any time outstanding; (1) any encumbrance or restriction (including put and call agreements) solely in respect of the Equity Interests of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, contained in such Joint Venture’s or Joint Venture Subsidiary’s Organizational Documents or the joint venture agreement or stockholders agreement in respect of such Joint 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW Venture or Joint Venture Subsidiary and (2) to the extent constituting Liens, any encumbrance or restriction imposed by the Xxxxx Joint Venture Arrangement on the Xxxxx Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the Xxxxx Location for use or processing by Xxxxx; (A) Liens granted in connection with Indebtedness permitted under Section 6.01(e) that are limited in each case to the Securitization Assets transferred or assigned pursuant to the related Qualified Securitization Transaction and (B) Liens granted in connection with a Permitted Factoring Facility pursuant to Section 6.06(e) that are limited in each case to precautionary Liens on the Receivables sold, transferred or disposed of pursuant to such transaction, and Liens on the other Factoring Assets with respect thereto; (u) Liens not otherwise permitted by this Section 6.02 (but excluding however any consensual Lien on any Revolving Credit Priority Collateral other than Revolving Credit Priority Collateral of (i) Excluded Subsidiaries or (ii) any Company that is organized in a Non-Principal Jurisdiction) securing liabilities not in excess of the greater of (x) 2% of Consolidated Net Tangible Assets and (y) $100,000,000 in the aggregate at any time outstanding; (v) to the extent constituting Liens, rights under purchase and sale agreements with respect to Equity Interests or other assets permitted to be sold in Asset Sales permitted under Section 6.06; (w) Liens securing obligations owing to the Loan Parties so long as such obligations and Liens, where owing by or on assets of Loan Parties, are subordinated to the Secured Obligations and to the Secured Parties’ Liens on the Collateral in a manner satisfactory to the Administrative Agent; (x) Liens created, arising or securing only obligations under the unpaid Receivables Purchase Agreements; (y) Liens on deposits provided by customers or suppliers in favor of such customers or suppliers securing the obligations of the Designated Company or its Restricted Subsidiaries to refund deposits posted by customers or suppliers pursuant to forward sale agreements entered into by the Designated Company or its Restricted Subsidiaries in the ordinary course of business; (z) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such goods and related expensesInvestment; and (paa) Liens (i) cash collateral securing Indebtedness incurred pursuant to any Permitted PILOT Transaction.Section 6.01(h) and (ii) commencing on the Aleris Acquisition Closing Date and ending on the date that is 180 days after such date, cash collateral securing obligations under the Specified Aleris Hedging Agreements; 1096351.01A-CHISR01A1096355.04J-CHISR01A - MSW

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: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed on Schedule 8.01 7.01 to this Agreement and any renewals or extensions thereof, ; provided that (i) the property covered thereby is not changedincreased, (ii) the amount of the Indebtedness secured 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 assessments, or other governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords and Liens of landlord’s, royalty owner’s, supplier’s, constructor’s, operator’s, vendor’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 or which are incident to the exploration, development, operation and in an aggregate amount not to exceed (in the aggregate), with respect to maintenance of the Borrowing Base PropertiesOil and Gas Properties or the Midstream Businesses not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, (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 if adequate reserves 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 thereto are maintained on 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 restrictions, servitudes, permits, conditions, covenants, exception 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 not, taken as a whole, 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) 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 Indebtedness permitted under Section 8.03any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrowers or any of their respective Subsidiaries; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, and (ii) such Lien was not created in contemplation of or in connection with such acquisition; (j) Leases or subleases Liens securing Capital Lease obligations; provided that the Indebtedness in respect of such Capital Lease obligations is permitted under Section 8.177.04(f); (k) purchase money Liens upon or in any interest property acquired, constructed or improved by any Borrower or any of title its Subsidiaries (placed on such property at the time of a lessor undersuch acquisition or the completion of the construction or improvement or within 90 days thereafter) to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition, construction or improvement of such property; provided that (i) no such Lien shall be extended to cover property other than the property being acquired, constructed or improved 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 any Borrower or its 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 such 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 any Borrower or any Subsidiary in the ordinary course of its business and customary rights covering only the assets so leased, and any interest of setoff upon deposits a landowner in the case of cash easements entered into by any Borrower or any of its Subsidiaries in favor the ordinary course of banks or other depository institutionsits business and covering only the property subject to the easement; (n) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of a collection bank arising under Section 4-210 business of the Uniform Commercial Code on items in the course of collectionBorrowers and their respective Subsidiaries; (o) licenses of patents, trademarks and other intellectual property rights granted by each Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of each such Borrower and its Subsidiaries; (p) Liens arising solely by virtue of sellers any statutory or common law provision relating to banker’s liens, rights of goods set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; (q) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; (r) Liens securing an obligation of a third party neither created, assumed nor guaranteed by the Borrowers or any Subsidiary upon lands over which easements or similar rights are acquired by the Borrowers or any Subsidiary in the ordinary course of business of the Borrowers or any Subsidiary; (s) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; (t) Liens arising solely by virtue of cash collateralizing letters of credit issued by non-Lender financial institutions in an aggregate amount not to exceed $4,000,000. (u) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for sale, purchase, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, royalty and overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent; (v) Rights reserved to or vested in a Governmental Authority having jurisdiction to control or regulate any Oil and Gas Property or other Collateral in any manner whatsoever and all laws of such Governmental Authorities, so long as the Borrowers and their respective Subsidiaries (other than the Excluded Subsidiaries) are in compliance with all such laws, except for any non-compliance that would not result in a Material Adverse Effect; (w) consents to assignment and similar contractual provisions affecting an Oil and Gas Property or other Collateral to the extent, and only to the extent, such consents are not affected by or required for the execution, delivery, performance and enforcement of any Loan Document; (x) preferential rights to purchase and similar contractual provisions affecting an Oil and Gas Property or other Collateral to the extent, and only to the extent, such consents are not affected by delivery of any Loan Document or, if affected, have been waived; (y) all defects and irregularities affecting title to an Oil and Gas Property or other Collateral that could not operate to reduce the net revenue interest of any Borrower and its Subsidiaries for such Oil and Gas Property (if any), increase the working interest of any Borrower and its Subsidiaries for such Oil and Gas Property (if any) without a corresponding increase in the corresponding net revenue interest, or otherwise interfere materially with the operation, value or use of such Oil and Gas Property or other Collateral or cause a Material Adverse Effect; (z) Liens securing the Secured Pipeline Loan for the benefit of KPC Lenders; (aa) Liens incurred in the ordinary course of business in connection with margin requirements (ii) under Swap Contracts not to exceed in the aggregate $2,000,000 at any time outstanding; and (ii) under applicable Laws; (bb) Liens that KPC Pipeline, LLC and any of its Subsidiaries arising that may hereafter be formed are permitted to grant under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in credit agreement governing the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expensesSecured Pipeline Loan; and (pcc) Liens pursuant to any Permitted PILOT Transactionon the equity of Eastern granted by PESC for the benefit of Royal Bank of Canada securing Royal Bank of Canada’s credit agreement with Eastern.

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 Holdings 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 pursuant to any Loan Document;in the case of the Borrowers and their Subsidiaries: (bA) Liens existing on the date hereof and listed on Schedule 8.01 5.08(b) and any refinancings, replacements, renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount obligations secured or benefited thereby is shall not increasedbe increased (other than to include accrued and unpaid interest, premiums, and fees, costs and expenses related thereto), (iii) the no additional Loan Parties or their Subsidiaries shall become a direct or any contingent obligor with respect thereto is not changedobligor, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.02(c)(C);; 101 (cB) Liens (imposed by law, such as carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d); (eC) 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), insurance contracts, 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; (gD) (i) easements, municipal ordinances, zoning restrictions, land use, environmental regulations, rights-of-way, restrictions on the use of real property and immaterial defects and irregularities in the title thereto, restrictions, licenses, covenants, consents, reservations 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(ii) any interest of a lessor of property leased to the Borrowers or any of their Subsidiaries, or any encumbrances on any such interest or title of such lessor; (E) Liens securing Indebtedness permitted under Section 7.02(c)(F); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (together with replacements, substitutions, attachments, accessions and proceeds and products thereof), (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 (iii) with respect to Borrowing Base PropertiesCapitalized Leases, have been reviewed such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases (together with replacements, substitutions, attachments, accessions and approved by the Administrative Agent (such approval to be in the sole discretion of the Administrative Agentproceeds and products thereof); (hF) customary interests of lessors under operating leases with the Borrowers or any of their Subsidiaries; (G) customary security deposits under operating leases in the ordinary course of business; (H) licenses of patents, trademarks and other intellectual property rights not interfering in any respect with the ordinary conduct of the business of such Borrower or such Subsidiary, including, without limitation, the interest or title of a licensor of intellectual property used by a Borrower or any Subsidiary and nonexclusive licenses or sublicenses of intellectual property granted by the Borrowers or any of their Subsidiaries in the ordinary course of business and not 102 interfering in any material respect with the ordinary conduct of the business of the Borrowers or any of their Subsidiaries; (I) customary rights of set off, bankers' lien, refund or charge back, under deposit agreements, the Uniform Commercial Code or common law, of banks or other financial institutions where the Borrowers or any of their Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business, and Liens in favor of banks that arise under Article 4 or Article 4A of the Uniform Commercial Code on items in collection and the documents relating thereto and proceeds thereof; (J) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder entered into in the ordinary course of business, and any leases or subleases granted to others in the ordinary course of business of the Borrowers and their Subsidiaries not interfering in any material respect with the business of the Borrowers and their Subsidiaries; (K) Liens securing Indebtedness permitted under Section 7.02(c)(I) with respect to permitted acquisitions; provided such Liens do not extend to any assets other than the assets so acquired (together with replacements, substitutions, attachments, accessions and proceeds and products thereof to the extent covered thereby) and such Liens were not incurred in contemplation of such acquisition; (L) Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (M) 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; (N) Liens deemed to exist by virtue of permitted repurchase obligations; (O) Liens given in replacement of Liens otherwise permitted under this Section 7.01; provided, that such replacement Liens do not extend to any assets not subject to the Lien being replaced (and proceeds and products, replacements, substitutions, attachments and accessions thereof to the extent covered thereby); (P) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Sections 7.02(c)(Q) and 7.02(c)(R); and (Q) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $2,000,000, provided that no such Lien shall extend to or cover any Collateral. (b) In the case of the Borrowers and their Subsidiaries and Holdings: 103 (A) Liens pursuant to any Loan Document; (B) Liens for taxes that are not required to be paid pursuant to Section 6.04; (C) pledges or deposits and other Liens in the ordinary course of business in connection with workers' compensation, unemployment insurance and other forms of governmental insurance or benefits or social security legislation, other than any Lien imposed by ERISA; (D) 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;judgments to the extent (a) such Liens are being contested in good faith by appropriate proceedings and adequate reserves have been set aside or (b) no material Collateral is subject to a material risk of loss or forfeiture; and (iE) Liens securing Indebtedness permitted under Section 8.03; (j) Leases on any cash deposits made by Holdings 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 Borrower and any of its Subsidiaries arising under Article 2 in connection with any letter of intent or purchase agreement permitted hereunder to be applied against 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; and (p) Liens pursuant to any Permitted PILOT Transactionan Investment permitted under Section 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, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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 Liens on cash, cash equivalents, portfolio securities or subleases permitted under Section 8.17Swap Contracts of a Loan Party and its Subsidiaries pursuant to trust or other security arrangements or Swap Contracts entered into in connection with Reinsurance Agreements, Primary Policies, Retrocession Agreements or Other Insurance Products; (k) any interest Liens granted by a Loan Party and its Subsidiaries pursuant to trust or other security arrangements (including letter of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements credit facilities) in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with Alternative Reserve Agreements; (l) Liens deemed to exist in connection with Investments in repurchase agreements on cash, cash equivalents, portfolio securities or Swap Contracts of a Loan Party and its Subsidiaries securing Indebtedness permitted under Section 8.027.03(g); (m) normal Liens securing Indebtedness permitted under Section 7.03(d) or Investments permitted under Section 7.02(h); provided that the aggregate fair market value of the assets securing such Indebtedness and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;Investment at any one time shall not exceed $20,000,000; and (n) Liens not otherwise permitted under this Section 7.01 securing Indebtedness or obligations under Foreign Benefit Plans provided the aggregate principal amount of such secured Indebtedness and obligations under Foreign Benefit Plans outstanding at any time does not exceed the Threshold Amount; provided, however, that, no Lien shall be permitted to exist on the Equity Interests 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 Borrower and Loan Party or any of its Material Subsidiaries arising under Article 2 of provided, further, however, Liens shall be permitted on the Uniform Commercial Code or similar provisions of applicable law Equity Interests in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; and (p) Liens pursuant to any Permitted PILOT Transactionspecial purpose entities established in connection with Alternative Reserve 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, other than except for the following:following (the “Permitted Liens”): (a) Liens (if any) pursuant to any Loan DocumentDocument (including Liens on Cash Collateral); (b) Liens existing on the date hereof Closing Date and listed on Schedule 8.01 7.01 and any renewals amendments, modifications, replacements, renewals, or extensions thereof, ; provided that (ii ) the Lien does not encumber any property covered thereby other than (A) property encumbered on the Closing Date, (B) after-acquired property that is not changedaffixed or incorporated into the property encumbered by such Lien on the Closing Date, (C) proceeds and products thereof, (ii) the amount replacement, renewal, extension or refinancing of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is not increasedpermitted by Section 7.02(b), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (ci) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies Taxes which are 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; GAAP (dor, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and (ii) other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business and for Taxes (securing Tax liabilities 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in 2,500,000 at any case, for time outstanding) which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 yet delinquent for a period 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 more than forty-five (such approval to be in the sole discretion of the Administrative Agent)45) days; (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 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; and (p) Liens pursuant to any Permitted PILOT Transaction.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 8.03(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(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 to the extent required by 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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP reserves, to the extent required by GAAP, have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 IndebtednessIndebtedness for borrowed money), 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 judgments); (i) Liens securing Indebtedness permitted under Section 8.038.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Leases licenses, leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (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 AgreementAgreement or with respect to equipment or inventory held by a subcontractor, located at warehouses or outsourced manufacturing facilities, or loaned to customers for trials, demonstrations and qualifications in the ordinary course of business; (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, if any, in favor of the L/C Issuer and/or Swing Line Lender to cash collateralize or otherwise secure the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations hereunder; (o) Liens on real estate securing Indebtedness permitted under Sections 8.03(i) and 8.03(j) and Liens securing Indebtedness permitted under Section 8.03(k) solely on the applicable auction rate securities related thereto; (p) Liens securing Swap Contracts with any Lender or an Affiliate of a Lender permitted by Section 8.03(d); and (q) 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 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; and (p) Liens pursuant to any Permitted PILOT Transaction.

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 in an aggregate amount not constituting an Event in excess of Default under Section 9.01(h) or securing appeal or other surety bonds related the $250,000 (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 judgments;judgment remains undischarged for a period of more than 30 consecutive days during which execution is not effectively stayed; and (i) Liens securing Indebtedness permitted under Section 8.03; 7.03(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 of title of a lessor underfair market value, and Liens arising from UCC financing statements (or equivalent filingswhichever is lower, 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 property being acquired on items in the course date of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT Transactionacquisition.

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 8.03;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 or subleases permitted under Section 8.17; (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 in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed law to exist secure payments of customs duties in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal and customary rights the importation 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 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; and (p) Liens pursuant to any Permitted PILOT Transactiongoods.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed on Schedule 8.01 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changedincreased other than after-acquired property that is affixed or incorporated into such property and proceeds and products of such property, (ii) the principal amount secured or benefited thereby is not increasedincreased (except by an amount equal to accrued and unpaid interest on the obligations secured thereby, and a reasonable premium or other reasonable amount paid in connection with such refinancing or extension, fees and expenses reasonably incurred in connection therewith, and by an amount equal to any existing commitments unutilized thereunder), (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, fees, assessments or and other governmental charges and levies (i) which are not individually, or levies in the aggregate, in excess of $1,000,000, (ii) which are not yet due overdue for a period of more than 30 days or (iii) 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 landlords’, 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 (i) which are not to exceed (individually, or 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,0001,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 which are not overdue for a period of more than 30 days or (iii) which are being contested in the aggregate good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to thereto are maintained on the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 ERISAERISA or applicable Environmental Law; (f) (i) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessin connection with the borrowing of money), 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, and/or (ii) Liens on rail cars (the “transferred rail cars”) or other personal property (“transferred personal property”) that are transferred to the Borrower or any of its Subsidiaries by customers as consideration for the future delivery by the Borrower or any of its Subsidiaries to such customer of (1) existing rail car assets or other existing assets, (2) to-be-refurbished rail car assets or other to-be-refurbished assets or (3) to-be-constructed rail car assets or other to-be-constructed assets, so long as in either case (x) no Default exists or would result from the creation of such Liens, (y) such Liens (A) secure only the performance obligations of the Borrower and its Subsidiaries to deliver the assets described in items (1), (2) or (3) of this clause (f) to such customer, (B) extend to no property of the Borrower and its Subsidiaries other than the transferred rail cars or other transferred personal property, (C) are released upon completion of performance by the Borrower and its Subsidiaries and (z) the transferred rail cars or other transferred personal property shall not be included in the Borrowing Base while they are subject to such Liens; (g) any zoning restrictions, easements, rights-of-way, restrictions encroachments, protrusions and other similar encumbrances and 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 and whichPerson, with respect to Borrowing Base Properties, have been reviewed and approved by or the Administrative Agent (such approval to be in the sole discretion use of the Administrative Agent)property for the intended purpose; (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 (other than Liens on the Pledged Railcars or, unless such shared Collateral is contemplated by and subject to an Intercreditor Agreement, any other Collateral) securing (i) Indebtedness permitted by Section 7.03(p) and (ii) any Swap Contracts relating thereto; (j) Liens securing Indebtedness permitted under Section 8.03; 7.03(e); provided that (ji) Leases such Liens do not at any time encumber any property other than the property financed by such Indebtedness or subleases permitted under Section 8.17;the proceeds thereof and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition (other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith); provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other individual financings of equipment provided by such lender. (k) any interest Liens on assets 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 Foreign Subsidiaries securing Indebtedness permitted by this Agreementunder Section 7.03(f); (l) Liens deemed to exist in connection favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with Investments such banking or other financial institution (including the right of set off) and that are within the general parameters customary in repurchase agreements permitted under Section 8.02the banking industry; (m) normal and customary rights any right of setoff upon deposits a licensor under any license agreement for the use of cash in favor of banks intellectual property or other depository institutionsintangible assets as to which the Borrower or such Subsidiary is the licensee; (n) Liens any leases, licenses, subleases or sublicenses granted to others (i) in the ordinary course of a collection bank arising under Section 4-210 business not interfering in any material respect, alone or in the aggregate, with the conduct of the Uniform Commercial Code on items in business of the course of collectionBorrower and its Subsidiaries taken as a whole or (ii) permitted pursuant to Section 7.05; (o) Liens in favor of sellers owners or purchasers of goods to (including materials and/or components used in connection with the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code manufacture thereof) being manufactured or similar provisions of applicable law serviced in the ordinary course of business, covering only ; provided that (i) such Liens do not at any time encumber any property other than the goods sold being manufactured or serviced (and securing only such owned or purchased materials and/or components used in connection with the unpaid purchase price manufacture or service thereof) for such purchaser or owner, (ii) such purchaser or owner shall have paid for the materials being used to manufacture or service such goods through the making of progress payments or similar advances and related expenses; and(iii) such goods are excluded from the Borrowing Base; (p) Liens solely on any cxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition or other Investments permitted under Section 7.02 or Dispositions permitted under Section 7.05; (q) deposits in the ordinary course to secure liability insurance carriers and Liens on premium refunds and insurance proceeds securing the financing of insurance premiums permitted hereunder; (r) Liens securing Indebtedness permitted by Section 7.03(m) on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; provided, that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (s) customary negative pledges on assets being sold or Disposed of, including customary restrictions on distributions by a Subsidiary of the Borrower to be sold, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such Disposition is permitted by Section 7.05; (t) Liens on cash and cash equivalents deposited with a third-party trustee that arise in connection with the defeasance, discharge or redemption of Indebtedness; (u) Liens in favor of the Borrower or any Permitted PILOT Transactionof its Subsidiaries securing Indebtedness permitted under Section 7.03(i), other than any such Liens on assets of Borrower; (v) 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; (w) Liens on assets leased to the Borrower or any Subsidiary under operating leases (including Liens on any subleases of such assets by the Borrower or such Subsidiary to third parties), which Liens (i) are granted in favor of the lessor with respect to the lease granting the Borrower or such Subsidiary rights in such assets as the lessee and (ii) secure the Borrower’s or such Subsidiary’s obligations to the lessor under such lease; (x) Liens (other than Liens on the Pledged Railcars or, unless such shared Collateral is contemplated by and subject to an Intercreditor Agreement, any other Collateral) that secure any liability, obligation or Indebtedness in connection with any Parent Credit Facility or any Guarantee thereof; (y) Liens (other than Liens on the Pledged Railcars or, unless such shared Collateral is contemplated by and subject to an Intercreditor Agreement, any other Collateral) securing (i) Indebtedness permitted pursuant to Section 7.03(o) and/or (ii) obligations, liabilities or Indebtedness in respect of Swap Contracts and/or Treasury Management Services of Parent or any of its Subsidiaries that are party to the Parent Credit Facility; and (z) Liens not otherwise permitted under this Section 7.01, provided that the obligations secured thereby shall not exceed $5,000,000 in the aggregate at any time outstanding. The foregoing to the contrary notwithstanding, the Borrower shall not be permitted to gxxxx x Xxxx on the Pledged Railcars or any other Collateral to secure any Indebtedness, liabilities or other obligations under or in respect of or secured by the Parent Credit Facility, except, in the case of Collateral (other than Pledged Railcars), to the extent such shared Collateral is contemplated by and is the subject of an Intercreditor Agreement with the holders of such Indebtedness, liabilities or other obligations.

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 date hereof and listed on Schedule 8.01 and any renewals for taxes that are not overdue for a period of more than 30 days 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 conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAPGAAP or the equivalent accounting principles in the relevant local jurisdiction; (db) 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 that are not overdue for a period of more than 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)appropriate proceedings; (ec) 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; (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 incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, 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 the applicable Person Borrower or any of its Subsidiaries; (f) Liens (not affecting the Unencumbered Properties) in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property that is an Unencumbered Property after the Closing Date and which, with respect to Borrowing Base Properties, have been reviewed and approved by that the Administrative Agent amount of Indebtedness secured thereby is not increased in violation of Section 7.2; (such approval to be in g) Liens securing the sole discretion of the Administrative Agent)Obligations; (h) any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (i) Liens (not affecting the Unencumbered Properties) securing Indebtedness constituting Indebtedness permitted by Section 7.2(f), and Liens (not affecting Unencumbered Properties) incurred in connection with the cash collateralization of any Swap Agreement permitted by Section 7.12; (j) Liens (not affecting the Unencumbered Properties) arising from judgments or orders for the payment of money (or appeal or other surety bonds relating thereto) 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 8.178; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsi) 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 section 4-208 or 4-210 of the Uniform Commercial Code or other similar provisions of applicable Law on the items in the course of collectioncollection and (ii) in favor of a banking or other financial institution arising as a matter of common or statutory Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff); (l) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted hereunder to be applied against the purchase price for such Investment or other acquisition, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted hereunder, in each case, solely to the extent such Investment or other acquisition or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or Disposition; (m) Liens that are customary contractual rights of setoff or banker’s liens (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit, automatic clearinghouse accounts or sweep accounts of Holdings, the Borrower or any of the Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower or any of the Subsidiaries; (n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (o) Liens customary rights of sellers of goods to the Borrower first refusal and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or tag, drag and similar provisions of applicable law rights in joint venture agreements entered into in the ordinary course of business; (p) customary Liens of an indenture trustee on money or property held or collected by it to secure fees, covering only the goods sold expenses and securing only the unpaid purchase price for indemnities owing to it by any obligor under an indenture; (q) Liens on Real Property where a Group Member is insured against such goods and related expensesLiens by title insurance; and (pr) Liens pursuant to any Permitted PILOT Transactionthe 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.

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 (if any) pursuant to any Loan DocumentDocument (including Liens on Cash Collateral); (b) Liens existing on the date hereof Closing Date and listed on Schedule 8.01 7.01 and any renewals amendments, modifications, replacements, renewals, or extensions thereof, ; provided that (ii ) the Lien does not encumber any property covered thereby other than (A) property encumbered on the Closing Date, (B) after-acquired property that is not changedaffixed or incorporated into the property encumbered by such Lien on the Closing Date, (C) proceeds and products thereof, (ii) the amount replacement, renewal, extension or refinancing of the obligations secured or benefited thereby by such Liens, to the extent constituting Indebtedness, is not increasedpermitted by Section 7.02(b), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (ci) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies Taxes which are not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization) and (ii) other Liens for Taxes (securing Tax liabilities in an aggregate amount not in excess of $2,500,000 at any time outstanding) which are not yet delinquent for a period of more than forty-five (45) days; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law such as carriers’, landlords’, warehousemen’s, mechanics’, materialmen’s, repairmen’s construction, or pursuant to customary reservations or retentions of title other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (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 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (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 ERISA; (ii) pledges and deposits to secure insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by the Company or any of its Restricted Subsidiaries to support the payments of the items set forth in the foregoing clauses (i) and (ii); (f) (i) 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; and (ii) obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items set forth in the foregoing clause (i); (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, which aggregate 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 such Liens do not at any time encumber any property other than the property financed by such Indebtedness except for accessions to such property and the proceeds and the products thereof; provided that individual financings of equipment permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other financings of equipment under Section 7.02(c) provided by such Person (or its Affiliates); (j) Leases bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or subleases permitted under Section 8.17more accounts maintained by the Company or any of its Restricted Subsidiaries, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money; (k) any interest of or title of a lessor underlessor, licensor, sublicensor, or sublessor under any lease, license, sublicense or sublease entered into by any Loan Party or any Restricted Subsidiary thereof in the ordinary course of business and Liens arising from UCC financing statements (covering only the assets so leased, licensed, sublicensed or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementsubleased; (l) Liens (i) of a collection bank arising under Section 4-208 or 4-210 of the UCC on items in the course of collection, (ii) attaching to commodities trading accounts or other commodities brokerage accounts in the ordinary course of business or (iii) in favor of a banking institution or securities intermediary arising as a matter of law or under the banking institution’s general terms of business encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money; (m) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (n) [reserved] (o) leases, licenses, subleases or sublicenses to the extent permitted under Section 7.04(b); (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (q) Liens (A) on cash or Cash Equivalent advances or escrow deposits in favor of the seller of any property to be acquired in an Investment 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 not prohibited by this Agreement (including any letter of intent or purchase agreement with respect to such Investment or Disposition), or (B) consisting of an agreement to dispose of any property in a Disposition not prohibited by this Agreement, 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; (r) Liens granted by (i) a Restricted Subsidiary that is not a Loan Party in favor of the Company or any other Restricted Subsidiary, (ii) a Loan Party in favor of a U.S. Loan Party or (iii) a Designated Foreign Borrower in favor of a Designated Foreign Borrower; (s) Liens existing on property (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) 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 as a result of a Subsidiary Redesignation), in each case, after the date hereof securing Indebtedness permitted under Section 7.02(i); provided that (A) such Lien was not created in contemplation of such Acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property of such Person (other than improvements thereon, replacements and products thereof, additions and accessions thereto or proceeds thereof and other after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are not prohibited hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property), and (C) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be (and amendments, modifications, extensions, refinancings, renewals and replacements thereof that do not increase the outstanding principal amount thereof (other than as not prohibited by this Agreement)); (t) Liens deemed to exist in connection with Investments in repurchase agreements related to Cash Equivalents; (u) [reserved] (v) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto and deposits made in the ordinary course of business to secure liability to insurance carriers; (w) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the purchase or sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (x) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers and other counterparties of the Company or any of its Restricted Subsidiaries in the ordinary course of business; (y) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (z) Liens arising from precautionary UCC financing statements regarding operating leases or other obligations not constituting Indebtedness; (aa) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; (i) Liens on cash and Cash Equivalents in connection with a Guaranteed Hedge Agreement securing customary initial deposits and margin deposits which are required as a matter of Law and (ii) pledges or transfers of collateral to support bilateral xxxx-to-market security arrangements in respect of uncleared swap or derivative transactions; (cc) Liens consisting of pledges or deposits of cash or Cash Equivalents securing obligations in respect of customary (i) letters of credit or bank guarantees permitted under Section 8.027.02(m) or (ii) warehouse receipts or similar obligations permitted hereunder and, in each case, incurred in the ordinary course of business or consistent with past practice (provided that no such letters of credit, bank guarantees, warehouse receipts or similar obligations support obligations in respect of Indebtedness); (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; (odd) Liens of sellers of goods to the Borrower any Loan Party and any of its their respective Subsidiaries arising under Article 2 of the Uniform Commercial Code UCC 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; (ee) in the case of any joint venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; and (pff) Liens securing Indebtedness and other obligations of the Company or any Restricted Subsidiary; provided that immediately after giving effect to the incurrence of any Indebtedness or obligations secured by Liens in reliance on this clause (ff), the aggregate outstanding principal amount of all Priority Indebtedness shall not exceed fifteen percent (15%) of Consolidated Net Worth (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 6.01(a) or 6.01(b) (or, prior to the delivery of any such financial statements, determined as of June 30, 2019)). For purposes of determining compliance with this Section 7.01, in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted PILOT TransactionLiens (or any portion thereof) described in this Sections 7.01, the Borrowers may, in their sole discretion, classify or divide such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.01 and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof). Notwithstanding the foregoing to the contrary, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any Cystic Fibrosis Drug Franchise Assets to secure any 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) (i) Liens pursuant to any Loan DocumentDocument and (ii) Liens on the Collateral securing Indebtedness incurred pursuant to Section 7.3(a)(ii); provided that such Liens shall be subject to the Intercreditor Agreement; (b) Liens existing on the date hereof and listed on Schedule 8.01 5.8(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 7.3(b), (iii) the direct or any contingent obligor with respect thereto is not changed, changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.3(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 materialmen’s, repairmen’s, laborers or suppliers and statutorily created Liens or other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in each case 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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 to the subject Borrowing Base Property(ies) or (y) has otherwise provided security reasonably satisfactory to the Administrative Agent, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)extent required by 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) 9.8 or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under Section 8.037.3(e)(i); provided that in the case of Liens securing purchase money Indebtedness and capital leases, (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition, improvements thereto and related expenses; (j) Leases the interests of lessors and sublessors or licensors in respect of operating leases and leases, licenses, subleases permitted under Section 8.17or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the business of the Borrower or any Subsidiary or (ii) secure any Indebtedness; (k) any interest Liens securing Indebtedness 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 Foreign Subsidiaries permitted by this Agreementunder Section 7.3(h); (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02non-exclusive licenses of patents, trademarks, copyrights and other intellectual property rights; (m) normal and customary Liens consisting of rights of setoff upon or bankers’ liens on deposits of cash funds in favor of banks or other depository depositary institutions, to the extent incurred in the ordinary course of business; (n) Liens granted on the unearned portion of a collection bank arising insurance premiums securing the financing of insurance premiums, to the extent such financing is permitted under Section 4-210 of the Uniform Commercial Code on items in the course of collection7.3; (o) Liens in favor of sellers customs and revenue authorities arising as a matter of goods law to the Borrower and any secure payment of its Subsidiaries arising under Article 2 customs duties in connection with importation 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; andgoods; (p) Liens pursuant on any xxxx xxxxxxx money deposits made in connection with letters of intent or purchase agreements in connection with Permitted Acquisitions; (q) Liens securing Indebtedness, in an aggregate amount at any time outstanding not to exceed $75,000,000, assumed in connection with a Permitted Acquisition to the extent such Liens are solely on the assets acquired in such Permitted Acquisition and the Indebtedness incurred in connection therewith is permitted under Section 7.3; (r) Liens on cash deposits to secure obligations in an aggregate amount at any Permitted PILOT Transactiontime outstanding not to exceed $10,000,000 under Hedge Agreements permitted under Section 7.3; (s) customary option and call arrangements, rights of first refusal and similar rights relating to Investments permitted under this Agreement; (t) Liens on cash and Cash Equivalents in an aggregate amount not to exceed $5,000,000 securing liabilities in connection with letters of credit permitted under Section 7.3(i); (u) other Liens; provided that the principal amount in the aggregate at any time outstanding secured thereby does not exceed $20,000,000; and (v) Liens on assets of Foreign Subsidiaries securing obligations other than Indebtedness in an aggregate amount at any time outstanding not to exceed $10,000,000.

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 date hereof Initial Borrowing Date and listed on Schedule 8.01 and any renewals renewals, modifications, replacements or extensions thereof, provided that (i) the Liens do not extend to additional property other than (x) after acquired property that is affixed or incorporated into the property covered thereby is not changedby such Lien and (y) the proceeds and products thereof, (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 renewal, modification, replacement 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 which are not yet due 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 landlords, carriers, warehousemen, mechanics, materialmen and materialmen, repairmen, construction contractors, 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 business, provided that such Liens 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, (Ax) are unfiled and no other action has been taken to enforce materially detract from the samevalue of any Loan Party’s or its Subsidiaries’ property or assets, or (By) with respect to Liens related to materially impair the Xxxxxxx National Property subject to use thereof in the Laws operation of the State business of Marylandany Loan Party or its Subsidiaries, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, and 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 insurance to the Loan Parties or any of their Subsidiaries; (f) deposits to secure the performance of bids, trade trade, forward or futures contracts and (other than in respect of borrowed money), governmental contracts, leases (other than Indebtedness), 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) incurred in the ordinary course of business; (g) easements, licenses, servitudes, rights-of-way, restrictions restrictions, encroachments, protrusions 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 any Loan Party or any of the Administrative Agent)its Subsidiaries; (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 Indebtedness permitted under Section 8.038.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and accessions thereto and products and proceeds thereof, (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within 180 days after the acquisition thereof (or in the case of assets acquired in connection with the construction, refurbishment, repair or replacement of such property, within 180 days after the completion of such construction, refurbishment, repair or replacement of such property); (j) Leases leases, subleases, licenses or subleases permitted under Section 8.17sublicenses granted to others not interfering in any material respect with the business of any Loan Party or any of its Subsidiaries; (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 (i) upon deposits of cash in favor of banks or other depository institutions, (ii) relating to the pooled deposit or sweep accounts of any Loan Party or its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, or (iii) relating to purchase orders and other agreements entered into with customers of any Loan Party or its Subsidiaries in the ordinary course of business; (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 Borrower Company 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, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); (q) (i) Liens on accounts receivable and related assets sold, contributed or otherwise conveyed to FleetCor Funding LLC (or any other Subsidiary of the Parent formed as a special purpose entity) pursuant to a Receivables Facility permitted under Section 8.03(f) and (ii) Liens on assets of any Foreign Subsidiary securing any Foreign A/R Facility permitted under Section 8.03(f); (r) Liens with respect to property acquired (including property of any Person acquired) pursuant to a Permitted Acquisition, provided, that (i) such Liens are not created in connection with, or in contemplation or anticipation of, such Permitted Acquisition, (ii) such Liens attach only to the property so acquired and (iii) the Indebtedness secured thereby is permitted under Section 8.03(h); (s) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted under Section 8.02 and to be applied against the purchase price for such Investment, (ii) on xxxx xxxxxxx money deposits made by any Loan Party or Subsidiary in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition or Private Label Credit Card Expenditure permitted under Section 8.02, or (iii) constituting an agreement to Dispose of any property in a Disposition permitted under Section 8.05, 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; (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods in the ordinary course of business; (u) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (v) statutory Liens which may arise from time to time under applicable pension legislation in respect of employee and employer contributions which are not overdue for a period of more than 30 days from the date prescribed by applicable pension legislation; (w) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of a Loan Party or Subsidiary in the ordinary course of business; and (px) other Liens pursuant to securing Indebtedness permitted hereunder in an aggregate amount outstanding not exceeding at any Permitted PILOT Transactiontime the greater of (i) $100,000,000 and (ii) 10% of total consolidated revenues of the Parent and its Subsidiaries determined as of the most recent fiscal year end of the Parent for which relevant financial information is available.

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 date hereof and (x) listed on Schedule 8.01 7.01 or (y) that do not secure or benefit obligations in excess of $500,000 individually or $10,000,000 in the aggregate, and any renewals or extensions thereofof any of the foregoing, 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 7.03(c), (iii) the direct or any contingent obligor with respect thereto is not changedchanged other than in connection with a transaction permitted by Section 7.04, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.03(c); (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 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 business, which do not to exceed (in the aggregate)aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or any Subsidiary, with respect to the Borrowing Base Properties, and which are (i) an amount equal to (A) ten percent (10.0%) not overdue for a period of more than 30 days after the construction budget Borrower or any Subsidiary obtained actual knowledge 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, (A) are unfiled and no other action has been taken to enforce the same, Lien or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 being contested in the aggregate good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to thereto are maintained on the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (e) Liens (including pledges or deposits deposits) to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business in connection with workers’ compensationbusiness, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA(including Liens to secure letters of credit issued to assure payment of such obligations); (f) deposits to secure the performance of bids, trade contracts contracts, solar incentive reservations, utility queue interconnection positions and leases (other than in each case not constituting 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, either individually or in the aggregate, are would not reasonably be expected to (i) have a Material Adverse Effect, (ii) cause a substantial in amountand prolonged interruption or disruption of the business activities of the Borrower and its Subsidiaries, which do not in any case considered as an entirety, as currently conducted or (iii) 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)any material real 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) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, and any interest or title of a lessor under any lease not in violation of this Agreement; (j) Liens arising from the rights of lessors under leases (including sale and leaseback transactions and financing statements regarding property subject to lease) not in violation of the requirements of this Agreement, provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor); (k) rights of setoff imposed by Law upon deposit of cash or securities in favor of banks, securities intermediaries, commodities intermediaries, brokers or dealers incurred in the ordinary course of business and accounts maintained with such banks, securities intermediaries, commodities intermediaries, brokers or dealers and the cash or securities in such accounts; (l) Liens securing Indebtedness permitted under Section 8.03; 7.03(g) and (j); provided that (i) 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02acquisition; (m) normal Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower in a transaction permitted hereby; provided that (i) such Liens were not created in contemplation of such merger, consolidation or Investment, (ii) no such Liens 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, (iii) the applicable Indebtedness secured by such Lien is permitted under Section 7.03(h)(i) or (h)(ii), and customary rights (iv) the aggregate outstanding principal amount of setoff upon deposits Indebtedness secured by such Liens does not at any time exceed either (x) in the case of cash such Indebtedness of all Domestic Subsidiaries, $32,500,000, or (y) in favor the case of banks or other depository institutionssuch Indebtedness of all Foreign Subsidiaries, $37,500,000 less the amount of Indebtedness of Foreign Subsidiaries secured by Liens permitted by clause (n) below; (n) Liens any Lien securing Indebtedness of a collection bank arising under Foreign Subsidiary permitted by Section 4-210 7.03(h)(ii) so long as the aggregate outstanding principal amount of such Indebtedness secured by such Liens does not at any time exceed $40,000,000 less the Uniform Commercial Code on items in the course amount of collectionIndebtedness of Foreign Subsidiaries secured by Liens permitted by clause (m) above; (o) Liens licenses of sellers intellectual property, including patents and trademarks held by the Borrower or any of goods to its Subsidiaries, not securing Indebtedness and not interfering in any material respect with the business of the 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 businessSubsidiaries, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; andtaken as a whole; (p) Liens pursuant on insurance policies and proceeds thereof, or other deposits, to any secure insurance premium financings; (q) additional Liens so long as the aggregate amount secured by such Liens is not in excess of $37,500,000; and (r) Liens on Collateral to secure Indebtedness permitted under Section 7.03(b) and Permitted PILOT TransactionFirst Lien Refinancing Indebtedness thereof permitted hereunder and under the Intercreditor Agreement; provided that such Liens are subject to the terms of the Intercreditor 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, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names such Borrower or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed on Schedule 8.01 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(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) for taxes, assessments or governmental other 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 liens 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, which aggregate 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 8.037.02(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 leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of any Borrower or any of its Subsidiaries; (k) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by any Borrower or any of its Subsidiaries in the ordinary course of business and statutory and common Law landlords’ liens under leases to which a Borrower or any of its Subsidiaries is a party; (l) any interest of or title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases under any lease permitted by this Agreement; (lm) 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 collecting bank arising under Section 4-210 208 of the Uniform Commercial Code on items UCC in the course of collection; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law “items” incurred in the ordinary course of business, covering only (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) customary Liens (including the right of set-off) arising as a matter of Law in favor of banking institutions encumbering deposits held by such banking institutions incurred in the ordinary course of business; (n) Liens solely on any xxxx xxxxxxx money deposits made by the Borrowers or any of their Subsidiaries in connection with any letter of intent or purchase agreement with respect to an Investment permitted by Section 7.03(p); (o) Liens securing Secured Hedge Agreements permitted hereunder; (p) purchase money liens securing payables arising from the purchase by any Loan Party of any equipment or goods sold in the ordinary course of business; provided that (i) such Liens do not at any time encumber any property other than the property financed by such payables, (ii) such payables do not constitute Indebtedness, (iii) the payable 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 securing only (iv) the unpaid purchase price for aggregate amount of such goods and related expensespayables, when taken together with the amount of Indebtedness secured by Liens permitted under Section 7.01(i), does not exceed the dollar amount set forth in Section 7.02(f); (q) CoBank’s statutory Lien in the CoBank Equities granted pursuant to the Farm Credit Act of 1971; and (pr) Liens pursuant securing (i) taxes and other obligations incurred prior to any Permitted PILOT Transactionthe commencement of the Chapter 11 Cases and (ii) right-of-way taxes in an aggregate amount not to exceed $1,000,000 in New Hampshire that the Borrowers or their Subsidiaries are disputing as to validity and amount, which in the case of clauses (i) and (ii) remain unpaid following the Closing Date and which shall be treated and discharged following the Closing Date in accordance with the provisions of the Plan of Reorganization.

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 date hereof and listed on Schedule 8.01 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, 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, laborer’s, landlord’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%) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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; (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 either (i) securing obligations (other than Indebtedness) under stockholder agreements, joint venture agreements, voting trust agreements and similar agreements between the Borrower and/or a Restricted Subsidiary, on the one hand, and any other Persons holding Equity Interests in a Subsidiary of the Borrower or in any other Person in which the Borrower or such Restricted Subsidiary has an Investment, on the other hand, or (ii) in the nature of the voting, equity transfer, redemptive rights or similar terms under any such agreement or other term (other than Liens securing Indebtedness) customarily found in such agreements, in each case, encumbering the Borrower’s or such Restricted Subsidiary’s Equity Interests or other Investments in such Subsidiary or other Person; (j) Liens securing Indebtedness of a Restricted Subsidiary to the Borrower or another Restricted Subsidiary permitted under Section 7.03(c); provided, however, that no promissory note or instrument evidencing any such Indebtedness shall be subject to any Lien or otherwise pledged in favor of any Person other than the Borrower or a Restricted Subsidiary; (k) Liens securing Indebtedness permitted under Section 8.03; 7.03(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 securing Indebtedness permitted under Section 8.02; 7.03(f) and/or (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) g); provided that such Liens of a collection bank arising under Section 4-210 do not encumber property with an aggregate fair market value which, together with the fair market value of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant property subject to any Permitted PILOT TransactionLiens described in Section 7.01(k), is in excess of 15% of Consolidated Total 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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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)7.01; (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; (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (e) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fg) 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); (h) normal and customary rights of setoff and similar Liens arising under bona fide interest rate or currency hedging agreements, which are not for speculative purposes; (i) precautionary Uniform Commercial Code financing statements in connection with operating leases permitted hereunder; (j) 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; (gk) 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; (hl) 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 8.028.01(j); (m) normal Liens securing Indebtedness in respect of Capital Leases, Synthetic Lease Obligations and customary rights purchase money obligations for fixed or capital assets (including the costs of setoff upon deposits construction, improvement or rehabilitation of cash in favor such fixed or capital assets); 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 banks the property being acquired on the date of acquisition, or other depository institutionsthe cost of construction, improvement or rehabilitation of such fixed or capital assets, as applicable; (n) Liens of a collection bank arising under Section 4-210 leases, subleases, licenses and sublicenses which do not materially interfere with the business of the Uniform Commercial Code on items in the course of collectionBorrower or any Subsidiary; (o) Liens existing on property or assets of sellers any Person at the time such Person becomes a Subsidiary or such property or assets are acquired, but only, in any such case, (i) if such Lien was not created in contemplation of goods such Person becoming a Subsidiary or such property or assets being acquired, and (ii) so long as such Lien does not encumber any assets other than the property subject to such Lien at the time such Person becomes a Subsidiary or such property or assets are acquired; (p) any renewals, replacements or extensions of the Liens described in clauses (b), (m) or (o) above, provided that (i) the property covered thereby is not expanded, and (ii) the amount secured or benefited thereby is not increased; (q) Liens on JV Interests held by a Loan Party or a Subsidiary in JV Entities securing the obligations of such Loan Party or Subsidiary to honor put rights and put options in favor of joint venture partners with respect to the Borrower JV Interests held by joint venture partners in such JV Entities, provided that such Liens shall attach only to the JV Interests held by such Loan Party or a Domestic Subsidiary and not to any other assets of its Subsidiaries such Loan Party or Subsidiary; (r) Liens arising in connection with Sale-Leaseback Transactions permitted under Article 2 Section 7.05(m); (s) Liens in the form of cash collateral securing reimbursement obligations under bank guarantees, letters of credit and other documentary credits not issued hereunder but permitted by Section 7.03, not to exceed $50,000,000 in the aggregate; (t) Liens arising from sales or discounts of accounts receivable to the extent permitted under Section 7.05(h); (u) Liens granted by (i) any Subsidiary of the Uniform Commercial Code Borrower that is not a Loan Party or similar provisions Pledged Subsidiary in favor of applicable law any Restricted Subsidiary or the Borrower or (ii) any Guarantor or Pledged Subsidiary in favor of the Borrower or any Guarantor; (v) Liens resulting from escrow or deposits of cash required to satisfy “funds certain” or good faith deposit requirements in connection with the Transactions; provided that the aggregate amount of such escrows and deposits of cash secured by such Liens shall not exceed $2,000,000,000 in the ordinary course aggregate at any time and (ii) the applicable Liens shall terminate upon the earliest of business, covering only (x) the goods sold consummation of the applicable Transaction (and securing only such dollar limitation shall be reduced by the unpaid purchase price for applicable amount) and (y) the date of the termination or abandonment of such goods and related expensesTransaction; and (pw) Liens pursuant not otherwise permitted by this Section 7.01 (which do not materially interfere with the respective businesses of the Borrower or any Subsidiary and do not attach to (i) any Permitted PILOT TransactionCollateral or (ii) any Equity Interests of any Real Estate Holding Subsidiaries), if at the time of, and after giving effect to, the creation or assumption of any such Lien, the aggregate of all obligations of the Borrower and its Restricted Subsidiaries secured by any Liens not otherwise permitted hereby, together with the aggregate book value of all Transfers consummated in accordance with the carve-out set forth in clause (n) of Section 7.05 in the then current fiscal year, does not exceed 15% of Adjusted Consolidated Total Assets; provided that the aggregate outstanding amount of all obligations of the Borrower and its Restricted Subsidiaries secured by such Liens does not exceed 10% of Adjusted Consolidated Total 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 Parent Credit Facility Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 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 7.03(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 GAAPIFRS; (d) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen 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 suppliers and other Liens imposed by law or pursuant appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) with respect to the German Loan Parties, customary reservations or retentions retention of title arrangements (Eigentumsvorbehalte) arising in the ordinary course of business and pledges in an aggregate amount not favor of account banks pursuant to exceed their general terms and conditions (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, (A) are unfiled and no other action has been taken to enforce the same, or (BAllgemeine Geschaftsbedingungen) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)bank accounts; (ef) 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; (fg) 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; (gh) 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 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); (ij) Liens securing Indebtedness permitted under Section 8.03; 7.03(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;fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (k) any interest Liens against the assets 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 WET China securing the Indebtedness incurred by this Agreement; (l) Liens deemed to exist WET China in connection with Investments in repurchase agreements the transactions contemplated by the Helbako JV Agreement as 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 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; and (p) Liens pursuant to any Permitted PILOT Transaction7.03(g).

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 8.03;7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (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 (iii) with respect to Indebtedness under capital leases, such Liens do not at any time extend to assets other than the assets subject to such Indebtedness; and (j) Leases or subleases permitted under Section 8.17; (k) any interest of or title of a lessor under, under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of their respective business and Liens covering only the assets so leased and any Lien arising from UCC precautionary Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted to and covering only equipment leased 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 Borrower and or 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; and (p) Liens pursuant to any Permitted PILOT TransactionSubsidiary.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (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)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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments9.01(i); (i) Liens securing Indebtedness permitted under Section 8.038.03(f); 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 cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Leases leases and subleases granted to others not interfering in any material respect with the business of any Loan Party or subleases permitted under Section 8.17any of its Subsidiaries; (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; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (n) Liens on cash and Cash Equivalents securing obligations under Treasury Management Agreements permitted under Section 8.03(g); (o) Liens securing obligations of not more than $100,000 in the aggregate at any one time outstanding; (p) Liens of sellers of goods to the 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; and (pq) Liens pursuant on cash in a deposit account with Xxxxx Fargo Bank, National Association securing the letters of credit issued by Xxxxx Fargo Bank, National Association and identified on Schedule 8.03 hereto in an aggregate amount not to any Permitted PILOT Transactionexceed $1,477,845.98.

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 date hereof and listed on Schedule 8.01 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, 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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) Purchase money mortgages or purchase money security interests, Liens securing industrial revenue bonds, conditional sale arrangements and other similar security interests, on property or assets acquired by any Borrower or any Subsidiary of any Borrower simultaneously (hereinafter referred to individually as a “Purchase Money Security Interest”) or replacements thereof, upon incurring Indebtedness permitted under Section 8.03;the proceeds of which are used to acquire such property or asset; provided, however, that: (ji) Leases or subleases permitted under Section 8.17; (k) The transaction in which 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 Purchase Money Security Interest is proposed to be created is not then prohibited by this Agreement; (lii) 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 Any Purchase Money Security Interest shall attach only to the property or asset so acquired in such transaction or any addition thereto or replacement thereof and shall not extend to or cover any other assets or properties of any Borrower and or 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 expensestheir respective Subsidiaries; and (piii) The Indebtedness secured or covered by any Purchase Money Security Interest together with any other Indebtedness secured by the property or asset acquired shall not exceed 100% of the lesser of the cost or fair market value of the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any borrowing by any Borrower or any of their respective Subsidiaries; (j) Liens pursuant in favor of customers for amounts paid to any Permitted PILOT TransactionBorrower or any Subsidiary of any Borrower as progress payments; (k) Liens to secure non recourse Indebtedness, subject to the restrictions set forth in Section 7.03; and (l) Liens to secure Deemed Debt; provided that, such Liens are limited to the accounts receivable and/or inventory financed in connection with the incurring of such Deemed Debt.

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals for taxes 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 not at the time delinquent or levies not yet due thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) and, in each case, for which it maintains 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)reserves; (eb) pledges or deposits Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with workers’ worker's compensation, unemployment insurance compensation and other types of social security legislation(excluding Liens arising under ERISA) or in connection with surety bonds, 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 similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of a like nature incurred property or services, and, in the ordinary course of businesseach case, for which it maintains adequate reserves; (gi) Liens in existence on the Effective Date securing the obligations of the Company or any of its Subsidiaries with respect to Secured Debt permitted by clause (a) of Section 10.7 and (ii) Liens securing the obligations of the Company or any of its Subsidiaries with respect to Secured Debt permitted by clauses (b), (d) and (f) of Section 10.7; it being understood that Liens with respect to Debt incurred pursuant to clause (d) of Section 10.7 may also secure the Senior Notes; (d) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $500,000 arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in good faith and by appropriate proceedings; (e) easements, rights-of-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, which do not interfering in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of the applicable Person Company or any Subsidiary; (f) cash collateral pledged to secure (I) obligations of the Company or any Subsidiary in respect of performance, closure and whichpost-closure liabilities relating to landfills or similar operations of the Company or such Subsidiary (including amounts deposited in trust accounts or escrow accounts for such purpose) or obligations of the Company or any Subsidiary in respect of bonds related directly to such liabilities, provided that the liabilities of the Company and its Subsidiaries in connection with any such bonds (other than in respect of such cash collateral) shall be subordinated to the obligations of the Company hereunder in a manner approved in writing by the Required Banks and the aggregate amount of (x) all cash collateral pledged in respect of such obligations plus (y) all Investments made by the Company and its Subsidiaries in the Insurance Subsidiary shall not at any time exceed $15,000,000, or (II) obligations under letters of credit permitted by Section 10.7; (g) the Lien created in favor of the Trustee (as defined below) pursuant to Section 5.01 of the Trust Indenture (the "Indenture"), dated as of April 1, 1995, between the Michigan Strategic Fund and The First National Bank of Boston, as Trustee (the "Trustee"), with respect to Borrowing Base Properties, have been reviewed and approved by the Administrative Agent (such approval to be moneys held in the sole discretion of Project Fund (as defined in the Administrative AgentIndenture); (h) Liens securing judgments for contingent indebtedness to the payment Michigan Department of money Natural Resources ("DNR") arising in connection with grants made by DNR to the Company or any Subsidiary to purchase equipment or to finance improvements on real estate; provided that (i) the original cost of all such equipment and improvements shall not constituting an Event exceed $2,500,000 and (ii) such Liens shall attach only to the equipment acquired or the improvements made with the proceeds of Default under Section 9.01(h) or securing appeal or other surety bonds related to such judgments;grants; and (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 underon the stock of, 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 ownership interests of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Borrower and Company or any of its Subsidiaries arising under Article 2 in, any Methane Disposal Subsidiary; it being understood that any such Lien shall be permitted even if such Subsidiary no longer qualifies as a Methane Disposal Subsidiary so long as the only recourse to the Company or any other Subsidiary for the Debt of such Subsidiary is limited to the Uniform Commercial Code Lien on the stock or similar provisions other ownership interest 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; and (p) Liens pursuant to any Permitted PILOT TransactionSubsidiary.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned (but not leased) or hereafter acquiredacquired (but not leased), other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on as of the date hereof and First Amendment Effective Date, that are listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) changed and the amount secured not increased or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto changed and if such Lien is not changeda Lien securing Priority Debt, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted not prohibited by Section 8.03(b)8.03; (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 and suppliers and materialmen’s, repairmen’s, landlord’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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 ERISA; (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), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gf) easements, rights-of-way, zoning restrictions, other 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; (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 judgments; (h) Liens on or transfers of accounts receivable and contracts, and instruments and other assets related thereto arising in connection with the sale of such accounts receivable pursuant to Section 8.05(g); (i) Liens securing any Indebtedness permitted under of the Borrower and its Subsidiaries that is not prohibited by Section 8.03; (j) Leases Liens, if any, in favor of the L/C Issuer (as defined in the Existing Revolving Credit Agreement) and/or the Swing Line Lender (as defined in the Existing Revolving Credit Agreement) to Cash Collateralize (as defined in the Existing Revolving Credit Agreement) or subleases permitted under Section 8.17otherwise secure the obligations of a Defaulting Lender (as defined in the Existing Revolving Credit Agreement) to fund risk participations thereunder; (k) any interest of title Liens securing Indebtedness 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 AgreementSubsidiary owing to any Loan Party; (l) Liens deemed on any property owned by the Borrower or any Subsidiary, in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to exist in connection with Investments in repurchase agreements permitted under Section 8.02secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to the Lien; (m) normal Liens incidental to the conduct of the Borrower’s or any Subsidiary’s business or the ownership of such entity’s assets which (i) do not secure Indebtedness and customary rights (ii) do not in the aggregate materially detract from the value of setoff upon deposits the assets of cash the Borrower and its Subsidiaries, taken as a whole, or materially impact the use thereof in favor the operation of banks or other depository institutions;such entity’s business; and (n) Liens pledges or deposits to secure public or statutory obligations or to secure performance in connection with tenders, leases of a collection bank arising under Section 4-210 real property, or bids of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Borrower contracts and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code pledges or similar provisions of applicable law deposits made in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price business for such goods and related expenses; and (p) Liens pursuant to any Permitted PILOT Transactionsimilar purposes.

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 date hereof and listed on Schedule 8.01 and any renewals renewals, replacements, 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, changed and (iv) any renewal or extension of the obligations secured thereby are not increased in connection therewith except by an amount equal to a reasonable premium or benefited thereby is permitted other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such renewal, replacement, or extension and by Section 8.03(b)an amount equal to any existing commitments unutilized in connection with such obligations; (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%) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, and as required under insurance Laws or by insurance regulators, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Consolidated Funded 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 arising by virtue of any contractual, 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; (i) 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 8.038.01(h); (j) Leases or subleases Liens securing Consolidated Funded Indebtedness permitted under Section 8.177.02 consisting of capital lease obligations, Synthetic Lease Obligations and purchase money indebtedness; (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 securing Consolidated Funded Indebtedness permitted by this Agreement;under Section 7.02(c); and (l) other 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 securing Consolidated Funded Indebtedness or other depository institutions; (n) Liens obligations; provided that the aggregate amount of a collection bank arising under Section 4-210 of such Consolidated Funded Indebtedness or other obligations at any time outstanding does not exceed the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT TransactionThreshold Amount.

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, the "Permitted Liens"): (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 and any renewals renewals, replacements 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 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and 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; (d) statutory Liens of landlords and Liens of carriers', warehousemen's, mechanics', materialmen and suppliers and materialmen's, repairmen's, landlord’s, operator'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 ninety (90) 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, surface leases and other similar rights in respect of surface operations, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and are customary and usual in the oil and gas industry, and which do not in any case materially detract from the value or operation 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 8.03contracts, agreements, lease provisions, defects and irregularities which were in effect when the properties were acquired and which were not such as to materially interfere with the operation, value or use thereof; (j) Leases or subleases permitted under Section 8.17royalties, overriding royalties, reversionary interests, production payments and similar lease burdens which are granted in the ordinary course of business in the oil and gas industry and which are deducted in the calculation of discounted present value in the Reserve Reports delivered to Lender hereunder; (k) sale contracts, joint operating agreements, or other arrangements for the exploration, development, production, transportation, gathering, processing or sale of hydrocarbons which would not (when considered cumulatively with the matters discussed in clause (j) immediately preceding) deprive Borrower of any interest material right in respect of title of a lessor under, and Liens arising from UCC financing statements (Borrower's assets or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementproperties; (l) Liens deemed Gas Balancing Agreements; provided that the amount of all gas imbalances known to exist any Responsible Officer of a Loan Party and the amount of all production which has been paid for but not delivered shall have been disclosed or otherwise taken into account in connection with Investments in repurchase agreements permitted under Section 8.02the Reserve Reports delivered to the Lender hereunder; (m) normal Liens to secure plugging and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsabandonment obligations; (n) Liens of a collection bank arising under Section 4-210 of expressly permitted by the Uniform Commercial Code on items in the course of collectionCollateral Documents; (o) Liens arising from Uniform Commercial Code financing statements that are solely precautionary regarding permitted leases and cover only the assets thus leased; (p) Liens arising out of sellers conditional sale, title retention, consignment or similar arrangements for the sale of goods to the entered into by Borrower and or 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 provided that such transactions are otherwise permitted hereunder; (q) Liens solely on any xxxx xxxxxxx money deposits made by Borrower or any of its Subsidiaries under escrow or similar arrangements in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens consisting of an agreement to dispose of any asset, provided that such disposition would be permitted hereunder and securing only the unpaid purchase price for such goods and related expensesLien solely attaches to such asset; and (ps) Liens pursuant to securing the obligations arising under any Permitted PILOT TransactionSwap Contract with an Approved Swap Counterparty.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, or upon the income or profits thereof, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, provided that (i) adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, (ii) the Lien shall not be senior to Administrative Agent’s security interests in the Collateral and (iii) a stay of enforcement of any such Lien shall be in effect; (c) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases or other similar title exceptions affecting real property which do not in the aggregate materially detract from the value of the real property WEST\275206959.13 or materially interfere with their use in the ordinary course of the business of Borrower or its Subsidiaries; (d) Liens existing on the date hereof and listed on Schedule 8.01 of 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 increasedincreased except as contemplated by Section 8.03(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(b); (e) Liens against security deposits under leases entered into in the ordinary course of business; (f) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation applicable to Borrower and its Subsidiaries, other than any Lien imposed by ERISA; (g) Liens relating to statutory obligations of Borrower with respect to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) other Liens securing Indebtedness which does not exceed the Threshold Amount in the aggregate at any one time; (i) Liens on equipment securing Indebtedness permitted under clause (c) of Section 8.03 granted in connection with the acquisition of such equipment by Borrower after the date hereof (including, without limitation, pursuant to Capital Leases); provided, however, that (i) each such Lien shall attach only to the equipment acquired with the Indebtedness secured thereby, and the proceeds and products thereof, 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) Liens which constitute rights of setoff of a customary nature or Liens with respect to deposit or investment accounts provided that such liens only secure customary fees associated with such accounts; (k) leases or subleases of property granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property granted in the ordinary course of business; (l) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default, which is currently being contested in good faith by appropriate proceedings, provided that, adequate reserves have been set aside (to the extent required by GAAP) and no material property is subject to a material impending risk of loss or forfeiture; and WEST\275206959.13 (m) 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 Liens imposed under ERISAthirty (30) for taxes, assessments or governmental charges or levies not yet due 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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; and (p) Liens pursuant to any Permitted PILOT TransactionPerson.

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 assign any accounts or other right to receive income, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 5.08 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, expanded; (ii) the amount secured or benefited thereby is not increased, increased 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 (for taxes or 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’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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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, minor defects or irregularities in title 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; (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 8.037.02(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 bankers’ liens, rights of set off or subleases permitted under Section 8.17similar rights as to accounts maintained with a financial institution; (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 tolicenses, leases permitted by this or subleases granted to other Persons if and to the extent such licenses, leases and subleases do not interfere in any material respect with the business of any Loan Party or any of their respective Subsidiaries and does not diminish the value of, or impair any right of the Lenders in or to any Collateral (as such term is defined in the applicable Collateral Agreement;); and (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 additional Liens, as long as the value of the Uniform Commercial Code on items in property subject to such Liens and the course of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT TransactionIndebtedness secured thereby does not exceed $250,000.

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: (ai) Liens pursuant to any Loan Document; (bj) Liens existing on the date hereof and (x) listed on Schedule 8.01 7.01 or (y) that do not secure or benefit obligations in excess of $250,000 individually or $5,000,000 in the aggregate, and any renewals or extensions thereofof any of the foregoing, 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 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changedchanged other than in connection with a transaction permitted by Section 7.04, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b7.03(b); (ck) 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 conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dl) 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 business, which do not to exceed (in the aggregate)aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or any Subsidiary, with respect to the Borrowing Base Properties, and which are (i) an amount equal to (A) ten percent (10.0%) not overdue for a period of more than 30 days after the construction budget Borrower or any Subsidiary obtained actual knowledge 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, (A) are unfiled and no other action has been taken to enforce the same, Lien or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 being contested in the aggregate good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to thereto are maintained on the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, shall not be considered “Liens” with respect to the Borrowing Base Properties for purposes of this Section 8.01(d)Person; (em) Liens (including pledges or deposits deposits) to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers compensation obligations, performance bonds or other NYI- 4560366v1175 obligations of a like nature incurred in the ordinary course of business in connection with workers’ compensationbusiness, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA(including Liens to secure letters of credit issued to assure payment of such obligations); (fn) deposits to secure the performance of bids, trade contracts contracts, solar incentive reservations, utility queue interconnection positions and leases (other than in each case not constituting 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; (go) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, either individually or in the aggregate, are would not reasonably be expected to (i) have a Material Adverse Effect, (ii) cause a substantial in amountand prolonged interruption or disruption of the business activities of the Borrower and its Subsidiaries, which do not in any case considered as an entirety, as currently conducted or (iii) 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)any material real property; (hp) 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); (iq) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, and any interest or title of a lessor under any lease not in violation of this Agreement; (r) Liens arising from the rights of lessors under leases (including sale and leaseback transactions and financing statements regarding property subject to lease) not in violation of the requirements of this Agreement, provided that such Liens are only in respect of the property subject to, and secure only, the respective lease (and any other lease with the same or an affiliated lessor); (s) rights of setoff imposed by Law upon deposit of cash or securities in favor of banks, securities intermediaries, commodities intermediaries, brokers or dealers incurred in the ordinary course of business and accounts maintained with such banks, securities intermediaries, commodities intermediaries, brokers or dealers and the cash or securities in such accounts; (t) (A) Liens securing Indebtedness permitted under Section 8.03; 7.03(f)(i); provided that such Liens do not at any time encumber any property other than the property of the applicable Non-Recourse Subsidiary owing such Indebtedness and the Equity Interests in Non-Recourse Subsidiaries and (jB) Leases or subleases Liens securing Indebtedness permitted under Section 8.17; 7.03(f)(ii) and 7.03(i); provided that (ki) such Liens do not at any interest of title of a lessor undertime 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, and Liens arising from UCC financing statements (or equivalent filingswhichever is lower, 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 property being acquired on items in the course date of collectionacquisition; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT Transaction.

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 date hereof Closing Date and listed on Schedule 8.01 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 Liens for Taxes 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; provided that 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined applicable Person in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 ERISAXXXXX; (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 (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 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 bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or subleases permitted under Section 8.17more accounts maintained by any Loan Party or any of its Subsidiaries with the Lender, 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 indirectly) the repayment of any Indebtedness; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (out of judgments or equivalent filingsawards not resulting in an Event of Default; provided, registrations that, the applicable Loan Party or agreements Subsidiary shall in foreign jurisdictions) relating to, leases permitted by this Agreementgood faith be prosecuting an appeal or proceedings for review; (l) Liens deemed to exist 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 connection with Investments in repurchase agreements permitted under Section 8.02the ordinary course of business and covering only the assets so leased, licensed or subleased; (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 4–210 of the Uniform Commercial Code UCC on items in the course of collection; (o) Liens of sellers of goods to the 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; and (pn) Liens pursuant Any zoning, building or similar laws or rights reserved to or vested in any Permitted PILOT TransactionGovernmental Authority.

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 date hereof and listed on Schedule 8.01 7.01 and any renewals renewals, extensions or extensions refinancings thereof, provided that (i) the property covered thereby is not changedincreased and any renewal, (ii) the amount secured 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 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 material men’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, which (i) an amount equal to (A) ten percent (10.0%) are not 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 or, if due and payablemore than 30 days, (Aii) have been fully bonded off by bonding companies which are unfiled and no other action has been taken to enforce the samenot Affiliates of AMS or any Subsidiary, or (Biii) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect to Liens related to thereto are maintained on the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 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 as of the date of acquisition; (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 Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law operating lease in the ordinary course of business, covering provided that such Borrower or Subsidiary is the lessee under such lease, such lease is not a Synthetic Lease Obligation, such Liens attach only to the property leased under such lease, and such Liens secure only the goods sold and securing only the unpaid purchase price for obligations under such goods and related expenseslease; and (pk) other Liens pursuant to any Permitted PILOT Transactionon assets having a fair market value not exceeding $5,000,000 in the aggregate, which Liens secure Indebtedness permitted by Section 7.03.

Liens. Create, incur, assume or suffer to exist any Lien or agree with any other Person not to 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 (the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 8.01 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, (A) are unfiled and no other action has been taken to enforce the same, or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts in excess of $25,000,000, and, in any case, for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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 ERISAXXXXX; (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 permitted under Section 8.03; 7.03(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 of title of a lessor underfair market value, and Liens arising from UCC financing statements (or equivalent filingswhichever is lower, 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 property being acquired on items in the course date of collection; (o) Liens of sellers of goods to the 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; and (p) Liens pursuant to any Permitted PILOT Transactionacquisition.

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 date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 8.03(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(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, (A) are unfiled and no other action has been taken to enforce the same, same or (B) with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, such Liens (I) have not yet attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent), and (II) shall not secure or relate to asserted claim amounts are being contested in excess of $25,000,000, and, in any case, good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; plus (ii) $15,000,000 in the aggregate with respect to any Liens which have been filed or subject to some enforcement action (or, with respect to Liens related to the Xxxxxxx National Property subject to the Laws of the State of Maryland, Liens which have attached to the Xxxxxxx National Property or otherwise been established pursuant to any other judicial action (whether interim or permanent)) 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, 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)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 judgments); (i) Liens securing Indebtedness permitted under Section 8.038.03(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 of the property being acquired on the date of acquisition (which cost shall not exceed the fair market value of the property on such date); (j) Leases leases or subleases permitted under Section 8.17granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (k) any interest of title to property of a lessor underunder (and Liens on such property not granted by the Borrower or any Subsidiary), and Liens on such property arising from or perfected by UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted not prohibited 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; (nm) 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 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; and (pn) Liens pursuant securing obligations in an aggregate amount not to any Permitted PILOT Transactionexceed $5,000,000, provided that such obligations do not constitute Indebtedness.