Common use of NOW THEREFORE THE PARTIES AGREE AS FOLLOWS Clause in Contracts

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS. Junior Creditor hereby subordinates to Senior Creditor any security interest or lien that Junior Creditor may have in any assets or property of Borrower to and in favor of the Senior Security Interest. Notwithstanding the respective dates of attachment or perfection of the security interests or liens of Junior Creditor and the Senior Security Interest, all now existing and hereafter arising security interests and liens of Senior Creditor in any assets and property of Borrower and all proceeds thereof (the “Collateral”), including, without limitation, the “Collateral”, as defined in Senior Loan Agreement, granted pursuant to the Senior Loan Agreement or otherwise arising from time to time in connection with the Senior Loan Agreement shall at all times be senior to the security interests and liens of Junior Creditor. Junior Creditor hereby (a) acknowledges, agrees and covenants that Junior Creditor shall not directly or indirectly contest, challenge or dispute the validity, attachment, perfection, priority or enforceability of Senior Creditor’s security interest in the Collateral, or the validity, priority or enforceability of the Senior Debt, and (c) acknowledges and agrees that the provisions of this Agreement will apply fully and unconditionally even in the event that Senior Creditor’s security interest in the Collateral (or any portion thereof) shall be unperfected.