Common use of Officer’s Certificate as Evidence Clause in Contracts

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Debenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Debenture Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Debenture Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Debenture Trustee, shall be full warrant to the Debenture Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise ------------------------------------ provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 5.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunderunder this Indenture, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may), in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, may be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereofof such Officers' Certificate.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise --------------------------------- provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise ---------------------------------- provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections Section 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 Section 6.1 and 6.02Section 6.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereofin reliance thereon.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may), in the absence of negligence or bad faith on the part of the Trustee, may be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer's Certificate delivered to the Trustee, and such certificateOfficer's Certificate, in the absence of negligence negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Subject to the provisions of Sections 6.01 7.01 and 6.027.02, whenever in the administration of the provisions of this Subordinated Debt Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, omitted or omitted suffered by it under the provisions of this Subordinated Debt Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunderunder this Indenture, such matter (unless other evidence in respect thereof is herein be specifically prescribedprescribed in this Indenture) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Subject to the provisions of Sections 6.01 8.01 and 6.028.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 6.07, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunderunder this Indenture, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may), in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, may be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereofof such Officers' Certificate.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence gross negligence, willful misconduct, or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence gross negligence, willful misconduct, or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise --------------------------------- provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of gross negligence or bad faith willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate conforming to the requirements of this Indenture delivered to the Trustee, and such certificateCertificate, in the absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, ; whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Subject to the provisions of Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificate, in the absence of gross negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, omitted or omitted suffered by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the requirements of Section 315 of the Trust Indenture Act of 1939, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, omitted or omitted suffered by it under the provisions of this Indenture upon the faith thereof. SECTION 7.07.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections SECTIONS 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, the Trustee shall be entitled to receive, and such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by by, an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereofin reliance thereon.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Debt Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Debt Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Debt Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Debt Trustee, shall be full warrant to the Debt Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.the

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture Indenture, the Debenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Debenture Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Debenture Trustee, and such certificateOfficers' Certificate, in the absence of negligence or bad faith on the part of the Debenture Trustee, shall be full warrant to the Debenture Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, 42 48 be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct,and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided Subject to the provisions in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Subject to the provisions of Sections 6.01 7.01 and 6.027.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, omitted or omitted suffered by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of gross negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct, and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or gross negligence, willful misconduct, and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 Section 8.01 and 6.028.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof. 48 41 SECTION 7.08.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate conforming to the requirements of this Indenture delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant the Trustee may conclusively rely, as to the Trustee for any action taken or omitted by it under truth of the provisions statements and the correctness of this Indenture the opinions expressed therein, upon the faith thereofsuch Certificate.

Officer’s Certificate as Evidence. Except as otherwise provided in Subject to the provisions of Sections 6.01 7.01 and 6.027.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, omitted or omitted suffered by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith negligence, willful misconduct and recklessness on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or bad faith negligence, willful misconduct and recklessness on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof. SECTION 6.08.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02‎Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to #93753236v10 the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer's Certificate delivered to the Trustee, and such certificateOfficer's Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, bad faith and willful misconduct, on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or gross negligence, bad faith and willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved provided or established prior to taking or omitting any such action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence negligence, misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer's Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence negligence, misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof. SECTION 6.08.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence negligence, willful misconduct, recklessness or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions previsions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided Subject to the provisions in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate of the Issuer or the Guarantor delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02‎Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise --------------------------------- provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereofin reliance thereon.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02‎Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateOfficers' Certificate, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 6.1 and 6.026.2, whenever in the administration of the provisions of this Indenture the Debenture Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Debenture Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Debenture Trustee, and such certificateOfficers' Certificate, in the absence of negligence or bad faith on the part of the Debenture Trustee, shall be full warrant to the Debenture Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or bad faith on the part of the Trustee, shall shay be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided Subject to the provisions in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or gross negligence, willful misconduct and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith negligence, willful misconduct and recklessness on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or bad faith negligence, willful misconduct and recklessness on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, Trustee and such certificateOfficers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant warranty to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, . in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect • thereof is be herein specifically prescribed) may, in the absence of negligence negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificateCertificate, in the absence of negligence or negligence, bad faith or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Subject to the provisions of Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer's Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.1, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence or negligence, willful misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved provided or established prior to taking or omitting any such action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 and 6.02Section 6.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' ’ Certificate delivered to the Trustee, and such certificateOfficers’ Certificate, in the absence of negligence gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Except as otherwise provided in Sections 6.01 Subject to the provisions of Section 7.01 and 6.02Section 7.02, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or omitting suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof is be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Officer’s Certificate delivered to the Trustee, and such certificateOfficer’s Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken taken, omitted or omitted suffered by it under the provisions of this Indenture upon the faith thereof.