Common use of Representations, Warranties and Security Procedures Clause in Contracts

Representations, Warranties and Security Procedures. StadCo and the Authority each separately with respect to itself make the following representations and warranties to the Trustee: a. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms. b. The applicable persons designated on Exhibit D attached hereto have been duly appointed to act as authorized representatives of StadCo, the Authority, the County, and the Construction Monitor, as the case may be, and have full power and authority to amend, modify or waive any provision of this Agreement, direct the investment of the Trust Funds as provided in Section 3.3 hereof, and to take any other actions as authorized representatives under this Agreement, provided that any modification of such authorized representatives shall be provided by written notice delivered to each party to this Agreement in accordance with Section 10.2 hereof. The Trustee agrees to obtain confirmation of funds transfer instructions from at least one (1) StadCo representative or one (1) Authority representative, as applicable, by telephone call-back to applicable persons designated on Exhibit D, and the Trustee may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing. If the Trustee is unable to contact any of such authorized representatives, the Trustee is authorized to seek confirmation by telephone call-back to any of the applicable Party’s executive officers (“Executive Officers”), which shall include the individuals holding the positions set forth on Exhibit D attached hereto, which telephone call-back confirmation shall include at least one (1) Executive Officer of StadCo and one (1) Executive Officer of the Authority. Such Executive Officer shall deliver to the Trustee an incumbency certificate and the Trustee may rely upon the confirmation of anyone purporting to be any such officer. The Trustee shall use its reasonable efforts seek confirmation from Executive Officers of each of StadCo and the Authority in the order set forth on Exhibit D. When directed to transfer funds, the Trustee may conclusively rely upon any account numbers or similar identifying numbers provided to the Trustee to identify (a) the beneficiary, (b) the beneficiary’s bank or (c) an intermediary bank. Notwithstanding the foregoing procedures, the Trustee may, but need not, perform telephone verification of any wires made pursuant to the instructions set forth in Exhibit E, as the same may be modified in writing from time to time. StadCo and the Authority acknowledge that these security procedures are commercially reasonable.

Representations, Warranties and Security Procedures. StadCo The Escrow Issuer and the Authority each separately with respect to itself Multi-Color jointly and severally make the following representations and warranties to the TrusteeEscrow Agent: a. It (a) Each Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action of such Company and constitutes its valid and binding agreement enforceable against such Company in accordance with its terms. b. (b) The applicable persons designated on Exhibit D Schedule A attached hereto have been duly appointed to act as authorized representatives of StadCo, the Authority, the County, Escrow Issuer and the Construction MonitorMulti-Color, as the case may be, and have full power and authority to execute and deliver any Officer’s Certificate, to amend, modify or waive any provision of this Agreement, direct the investment of the Trust Funds as provided in Section 3.3 hereof, Agreement and to take any other actions as authorized representatives under this Agreement, ; provided that any modification of such authorized representatives shall be provided by written notice delivered to each party to this Agreement in accordance with Section 10.2 14 hereof. The Trustee agrees Escrow Agent is authorized, but is not required, to obtain seek confirmation of funds transfer instructions from at least one (1) StadCo representative or one (1) Authority representative, as applicable, by telephone call-back to applicable persons designated on Exhibit DSchedule A, and the Trustee Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing. If the Trustee Escrow Agent is unable to contact any of such authorized representatives, the Trustee Escrow Agent is authorized to seek confirmation by telephone call-back to any of the applicable Partyparty’s executive officers (the “Executive Officers”), which shall include the individuals holding Chief Executive Officer, President and Vice President, as the positions set forth on Exhibit D attached hereto, which telephone call-back confirmation shall include at least one (1) Executive Officer of StadCo and one (1) Executive Officer of the AuthorityEscrow Agent may select. Such Executive Officer shall deliver to the Trustee Escrow Agent an incumbency certificate and the Trustee Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Trustee shall use its reasonable efforts seek confirmation from Executive Officers of each of StadCo and the Authority in the order set forth on Exhibit D. When directed to transfer funds, the Trustee Escrow Agent may conclusively rely upon any account numbers or similar identifying numbers provided to the Trustee Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank bank, or (c) an intermediary bank. Notwithstanding the foregoing procedures, the Trustee may, but need not, perform telephone verification of any wires made pursuant to the instructions set forth in Exhibit E, as the same may be modified in writing from time to time. StadCo The Escrow Issuer and the Authority Multi-Color acknowledge that these security procedures are commercially reasonable.

Representations, Warranties and Security Procedures. StadCo The Escrow Issuers and the Authority Cequel each separately with respect to itself respectively make the following representations and warranties to the TrusteeEscrow Agent: a. (i) It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms. b. (ii) The applicable persons designated on Exhibit D Schedule A attached hereto have been duly appointed to act as authorized representatives of StadCo, the Authority, the County, Escrow Issuers and the Construction MonitorCequel, as the case may be, and have full power and authority to execute and deliver any Officer’s Certificate, to amend, modify or waive any provision of this Agreement, direct the investment of the Trust Funds as provided in Section 3.3 hereof, Agreement and to take any other actions as authorized representatives under this Agreement, provided that any modification of such authorized representatives shall be provided by written notice delivered to each party to this Agreement in accordance with Section 10.2 14 hereof. The Trustee agrees Escrow Agent is authorized, but is not required, to obtain seek confirmation of funds transfer instructions from at least one (1) StadCo representative or one (1) Authority representative, as applicable, by telephone call-back to applicable persons designated on Exhibit DSchedule A, and the Trustee Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing. If the Trustee Escrow Agent is unable to contact any of such authorized representatives, the Trustee Escrow Agent is authorized to seek confirmation by telephone call-back to any of the applicable Partyparty’s executive officers (the “Executive Officers”), which shall include the individuals holding Chief Executive Officer, President and Vice President, as the positions set forth on Exhibit D attached hereto, which telephone call-back confirmation shall include at least one (1) Executive Officer of StadCo and one (1) Executive Officer of the AuthorityEscrow Agent may select. Such Executive Officer shall deliver to the Trustee Escrow Agent an incumbency certificate and the Trustee Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Trustee shall use its reasonable efforts seek confirmation from Executive Officers of each of StadCo and the Authority in the order set forth on Exhibit D. When directed to transfer funds, the Trustee Escrow Agent may conclusively rely upon any account numbers or similar identifying numbers provided to the Trustee Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank bank, or (c) an intermediary bank. Notwithstanding the foregoing procedures, the Trustee may, but need not, perform telephone verification of any wires made pursuant to the instructions set forth in Exhibit E, as the same may be modified in writing from time to time. StadCo The Escrow Issuers and the Authority Cequel acknowledge that these security procedures are commercially reasonable.

Representations, Warranties and Security Procedures. StadCo and the Authority each separately with respect to itself make the following representations and warranties to the Trustee: a. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms. b. The applicable persons designated on Exhibit D attached hereto have been duly appointed to act as authorized representatives of StadCo, StadCo and the Authority, the County, and the Construction Monitor, as the case may be, and have full power and authority to amend, modify or waive any provision of this Agreement, direct the investment of the Trust Funds as provided in Section 3.3 hereof, and to take any other actions as authorized representatives under this Agreement, provided that any modification of such authorized representatives shall be provided by written notice delivered to each party to this Agreement in accordance with Section 10.2 hereof. The Trustee agrees to obtain confirmation of funds transfer instructions from at least one (1) StadCo representative or and one (1) Authority representative, as applicable, representative by telephone call-back to applicable persons designated on Exhibit D, and the Trustee may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing. If the Trustee is unable to contact any of such authorized representatives, the Trustee is authorized to seek confirmation by telephone call-back to any of the applicable Party’s executive officers (“Executive Officers”), which shall include the individuals holding the positions set forth on Exhibit D attached hereto, which telephone call-back confirmation shall include at least one (1) Executive Officer of StadCo and one (1) Executive Officer of the Authority. Such Executive Officer shall deliver to the Trustee an incumbency certificate and the Trustee may rely upon the confirmation of anyone purporting to be any such officer. The Trustee shall use its reasonable efforts seek confirmation from Executive Officers of each of StadCo and the Authority in the order set forth on Exhibit D. When directed to transfer funds, the Trustee may conclusively rely upon any account numbers or similar identifying numbers provided to the Trustee to identify (a) the beneficiary, (b) the beneficiary’s bank or (c) an intermediary bank. Notwithstanding the foregoing procedures, the Trustee may, but need not, perform telephone verification of any wires made pursuant to the instructions set forth in Exhibit E, as the same may be modified in writing from time to time. StadCo and the Authority acknowledge that these security procedures are commercially reasonable.,

Representations, Warranties and Security Procedures. StadCo and the Authority each separately with respect to itself make the following representations and warranties to the Trustee: a. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms. b. The applicable persons designated on Exhibit D attached hereto have been duly appointed to act as authorized representatives of StadCoStadCo and, the Authority, the County, and the Construction Monitor, as the case may be, and have full power and authority to amend, modify or waive any provision of this Agreement, direct the investment of the Trust Funds as provided in Section 3.3 hereof, and to take any other actions as authorized representatives under this Agreement, provided that any modification of such authorized representatives shall be provided by written notice delivered to each party to this Agreement in accordance with Section 10.2 hereof. The Trustee agrees to obtain confirmation of funds transfer instructions from at least one (1) StadCo representative or andor one (1) Authority representative, as applicable, by telephone call-back to applicable persons designated on Exhibit D, and the Trustee may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing. If the Trustee is unable to contact any of such authorized representatives, the Trustee is authorized to seek confirmation by telephone call-back to any of the applicable Party’s executive officers (“Executive Officers”), which shall include the individuals holding the positions set forth on Exhibit D attached hereto, which telephone call-back confirmation shall include at least one (1) Executive Officer of StadCo and one (1) Executive Officer of the Authority. Such Executive Officer shall deliver to the Trustee an incumbency certificate and the Trustee may rely upon the confirmation of anyone purporting to be any such officer. The Trustee shall use its reasonable efforts seek confirmation from Executive Officers of each of StadCo and the Authority in the order set forth on Exhibit D. When directed to transfer funds, the Trustee may conclusively rely upon any account numbers or similar identifying numbers provided to the Trustee to identify (a) the beneficiary, (b) the beneficiary’s bank or (c) an intermediary bank. Notwithstanding the foregoing procedures, the Trustee may, but need not, perform telephone verification of any wires made pursuant to the instructions set forth in Exhibit E, as the same may be modified in writing from time 4 Note to time. Draft – StadCo and the Authority acknowledge that these security procedures are commercially reasonableto discuss.

Representations, Warranties and Security Procedures. StadCo and the Authority each separately with respect to itself make the following representations and warranties to the Trustee: a. It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and this Agreement has been duly approved by all necessary action and constitutes its valid and binding agreement enforceable in accordance with its terms. b. The applicable persons designated on Exhibit D attached hereto have been duly appointed to act as authorized representatives of StadCo, StadCo and the Authority, the County, and the Construction Monitor, as the case may be, and have full power and authority to amend, modify or waive any provision of this Agreement, direct the investment of the Trust Funds as provided in Section 3.3 hereof, Agreement and to take any other actions as authorized representatives under this Agreement, provided that any modification of such authorized representatives shall be provided by written notice delivered to each party to this Agreement in accordance with Section 10.2 hereof. The Trustee agrees to obtain confirmation of funds transfer instructions from at least one (1) StadCo 5 Note to Draft – StadCo and the Authority to discuss. representative or and one (1) Authority representative, as applicable, representative by telephone call-back to applicable persons designated on Exhibit D, and the Trustee may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in writing. If the Trustee is unable to contact any of such authorized representatives, the Trustee is authorized to seek confirmation by telephone call-back to any of the applicable Partyparty’s executive officers (“Executive Officers”), which shall include the individuals holding the positions set forth on Exhibit D attached hereto, which telephone call-back confirmation shall include at least one (1) Executive Officer of StadCo and one (1) Executive Officer of the Authority. Such Executive Officer shall deliver to the Trustee an incumbency certificate and the Trustee may rely upon the confirmation of anyone purporting to be any such officer. The Trustee shall use its reasonable efforts seek confirmation from Executive Officers of each of StadCo and the Authority in the order set forth on Exhibit D. When directed to transfer funds, the Trustee may conclusively rely upon any account numbers or similar identifying numbers provided to the Trustee to identify identify (a) the beneficiary, (b) the beneficiary’s bank bank, or (c) an intermediary bank. Notwithstanding the foregoing procedures, the Trustee may, but need not, perform telephone verification of any wires made pursuant to the instructions set forth in Exhibit E, as the same may be modified in writing from time to time. StadCo and the Authority acknowledge that these security procedures are commercially reasonable.