The Escrow Agent hereby represents and warrants that this Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation enforceable in accordance with its terms.  Each Agent hereby represents and warrants that the person(s) executing this Agreement and certifying Authorized Representatives in the applicable Schedule I is duly authorized to do so, and that this Agreement has been duly executed and delivered on its behalf and each Authorized Representative of each Agent has been duly and properly authorized to take the actions specified for such person in the applicable Schedule I.