The ABL Agent represents and warrants to each other Agent that it has the requisite power and authority under the ABL Facility Documents to enter into, execute, deliver and carry out the terms of this Agreement on behalf of itself and the ABL Creditors.  The Note Collateral Agent represents and warrants to each other Agent that it has the requisite power and authority under the Note Documents to enter into, execute, deliver and carry out the terms of this Agreement on behalf of itself and the Note Creditors.  Each Additional Agent represents and warrants to each other Agent that it has the requisite power and authority under the applicable Additional Documents to enter into, execute, deliver and carry out the terms of this Agreement on behalf of itself and any Additional Creditors represented thereby.