By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.  The ABL Agent represents and warrants that this Agreement is binding upon the ABL Lenders.  The Initial Term Loan Agent represents and warrants that this Agreement is binding upon the Term Loan Lenders under the Term Loan Agreement.  Each Other Term Loan Agent represents and warrants, by its signature to its Intercreditor Joinder Agreement, to the other parties hereto that (a) it is authorized under its Term Additional Agreement to enter into this Agreement and (b) this Agreement is binding upon the Term Loan Lenders under such Other Term Loan Agent’s applicable Term Additional Agreement.