Each Loan Party represents and warrants to Administrative Agent, each Co-Collateral Agent, and each Lender, as an inducement to Administrative Agent, each Co-Collateral Agent, and each Lender to enter into this Agreement, that (a) no Default or Event of Default exists under the Loan Documents, except for Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of such Loan Party contained in the Loan Documents were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and performance by such Loan Party of this Agreement and the consummation of the transactions contemplated hereby are within the entity power of such Loan Party and have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Loan Party, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which such Loan Party is named or any provision of the Organizational Documents of such Loan Party and do not result in a breach of or constitute a default under any agreement or instrument to which such Loan Party is a party or by which it or any of its Properties is bound; (d) this Agreement constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of such Loan Party’s employees have been paid or deposited when due; (f) such Loan Party is entering into this Agreement freely and voluntarily with the advice of legal counsel of such Loan Party’s own choosing; (g) such Loan Party has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement; and (h) no Loan Party intends to commence any Insolvency Proceeding.