Neither the Senior Agent nor any of the Senior Secured Parties shall have any liability whatsoever to the Junior Creditor with respect to, and the Junior Creditor waives any claim or defense which the Junior Creditor may now or hereafter have against any Senior Secured Party arising out of or relating to any of the Junior Obligations, including but not limited to, any claim or defense arising out of or relating to: (a) any and all actions which the Senior Agent or any Senior Secured Party takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of Liens in any Collateral, actions with respect to the occurrence of any Default or Event of Default, actions with respect to the foreclosure upon, sale, release of, depreciation of or failure to realize upon any of such Collateral, and actions with respect to the collection of any claim for all or any part of the Senior Obligations from any account debtor, guarantor or any other Person) with respect to the Senior Obligations or the valuation, use, protection or release of any Collateral now or hereafter securing same; (b) any right, now or hereafter existing, to require the Senior Agent or any Senior Secured Party to proceed against or exhaust any Collateral or to marshal any assets in favor of the Junior Creditor; (c) any notice of the incurrence or increase of Senior Obligations, it being understood that the Senior Agent or Senior Secured Parties may make advances now or hereafter relating to the Senior Obligations, without notice to or authorization from the Junior Creditor, in reliance upon the agreements set forth in this Agreement; (d) any defense based upon or arising by reason of (i) any disability or other defense of any Grantor or any other Person; or (ii) any lack of authority of any agent or any other Person acting or purporting to act on behalf of any Grantor or the Junior Creditor; or (c) any failure by the Senior Agent or the Senior Secured Parties to properly perfect any Lien in any asset of any Grantor or any other Person. In addition, if any Senior Secured Party sells or otherwise disposes of any collateral, the Junior Creditor agrees that such Senior Secured Party shall be entitled to do so “AS-IS, WHERE-IS” without recourse or warranty or representation of any kind. Furthermore, the Junior Creditor expressly waives all notice of the acceptance by any Senior Secured Party of the subordination and other provisions of this Agreement and all other notices not specifically required pursuant to the terms of this Agreement whatsoever, and the Junior Creditor expressly consents to reliance by the Senior Secured Parties upon the subordination and other agreements as herein provided.