result in the creation or imposition of any Lien upon any property or assets of any Loan Party, other than the Liens created by the Loan Documents and Permitted Liens;

Judgment Liens. Each of the FILO Secured Parties agrees that, in the event FILO Secured Party becomes a judgment lien creditor in respect of any Collateral securing the Obligations, such judgment lien shall be subordinated to any Lien on such Collateral securing the Revolving Obligations on the same basis and to the same extent as the Liens on the Collateral of the [[Administrative Agent:Organization]] securing the FILO Obligations are subordinated (including with respect to the proceeds thereof being subject to Section 10.3) to those Liens securing the Revolving Obligations.

Valid Liens. Each Collateral Document delivered pursuant to [Section 4.01] and [Sections 6.11, 6.13 and 6.14]4]4] will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and # when financing statements and other filings in appropriate form are filed in the applicable filing offices in the jurisdictions specified on [Schedule 1(a)] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.

Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph # above), and equipment and other personal property financing). Except as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement, the Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.

Liens Subordinate. Each Guarantor agrees that any Liens, security interests, judgment liens, charges or other encumbrances upon the Borrower’s or any Subsidiary of the Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any Liens, security interests, judgment liens, charges or other encumbrances upon the Borrower’s or any Subsidiary of the Borrower’s assets securing payment of the Obligations, regardless of whether such encumbrances in favor of any Guarantor, the Administrative Agent or the Secured Parties presently exist or are hereafter created or attach.

Additional Liens. The Healthtech Parties grant or permit to attach any lien, security interest or other encumbrance on any portion of the Collateral without the Lender’s prior written consent, or in accordance with the Intercreditor Agreement; or

No Liens. The Servicer shall not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than the Lien created by this Agreement) on the Collateral or any interest therein, the Servicer will notify the Administrative Agent and each Lender of the existence of any Lien on any portion of the Collateral immediately upon discovery thereof (but in no event later than three (3) Business Days after discovery thereof), and the Servicer shall defend the right, title and interest of the Administrative Agent on behalf of the Secured Parties in, to and under the Collateral against all claims of third parties claiming through or under the Servicer.

Liens; Priority. The Agents shall be satisfied that the [[Collateral Agent:Organization]] has been granted, and holds, for the benefit of the Agents and the ​, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Liens, to the extent such Liens and security interests are required pursuant to the Loan Documents to be granted or perfected on or before the Amendment No. 5 Effective Date.

Liens, Etc. Create or suffer to exist, or permit any of its Principal Domestic Subsidiaries to create or suffer to exist, any Lien on any Restricted Property, whether now owned or hereafter acquired, without making effective provision (and the [[Organization A:Organization]] covenants and agrees that it will make or cause to be made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, however, that there shall be excluded from the foregoing restrictions:

Shareholder Value Creation (“SVC”) PSUs. On the Grant Date, the Company will grant Executive performance-vesting restricted stock units, divided into tranches (each, a “Tranche”), for a total number of shares to be determined by dividing # $50,000,000 by # the 30-Day Average, with the resulting number of shares attributable to Tranches 1-5 and Tranche 6 thereof, respectively, multiplied by the applicable Monte Carlo factor as determined by the Company’s designated analyst, rounded down to the nearest whole share (the “SVC PSUs”). The SVC PSUs shall vest subject to achievement of SVC Performance Metrics (defined below) as set forth in, and otherwise subject to the terms and conditions of, the award agreement governing their grant (the “SVC PSU Agreement”) and Executive’s Continuous CEO Service on such vesting dates and through the applicable performance period (except as set forth in the SVC PSU Agreement). The SVC PSUs will be subject to the form of award agreement previously presented to Executive. The “SVC Performance Metrics” will be comprised of significant stock price milestones based on the 30-Day Average (referred to as the “SVC Baseline Price” for purposes of the SVC PSU Performance Metrics), with Tranches 1 – 5 to be achieved within five (5) years from the Grant Date and Tranche 6 to be achieved within seven (7) years from the Grant Date.