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

Officer’s Certificate as Evidence. Subject 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 suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in Section 7.018.1, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise --------------------------------- provided in Section 7.018.1, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunderunder this Indenture, such matter (unless other evidence in respect thereof be herein specifically prescribedprescribed in this Indenture) 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’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, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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’ Officer’s Certificate or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’s 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, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions Except as otherwise provided in Section 7.01 (Duties and Responsibilities of Section 7.01Trustee), 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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’ Officer’s Certificate or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, Trustee shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or and/or an Officers’ Certificate Opinion of the Guarantor, as applicable, Counsel delivered to the Trustee, and such CertificateOfficers’ Certificate and/or Opinion of Counsel, 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, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in Section 7.018.1, 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 -51- or suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in Section 7.018.1 or Section 8.2, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Section 7.017.1 and Section 7.2, 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 taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence or negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in Section 7.018.1 or Section 8.2, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith willful misconduct as finally adjudicated by a court of competent jurisdiction on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Officer’s Certificate or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Section 7.018.01, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence or willful misconduct bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or gross 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 or and/or an Officers’ Certificate Opinion of the Guarantor, as applicable, Counsel delivered to the Trustee, and such CertificateOfficers’ Certificate and/or Opinion of Counsel, in the absence of negligence or gross negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers’ 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, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject 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 suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Officer’s Certificate of the Parent Guarantor, as applicable, delivered to the Trustee, and such Certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided --------------------------------- in Section 7.018.1, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer's Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in Section 7.018.01, 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 suffering omitting any such action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence negligence, misconduct or willful misconduct bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in Section 7.018.1 hereof, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject 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 suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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’ Officer’s Certificate or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Certificatecertificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Section 7.018.01, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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’ Officer’s Certificate or an Officers’ Certificate conforming to the requirements of the Guarantor, as applicable, this Indenture delivered to the Trustee, and such Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.. Section 8.08

Officer’s Certificate as Evidence. Subject to the --------------------------------- provisions of Section 7.01Sections 7.01 and 7.02, whenever in the administration of the provisions of this Amended and Restated Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Certificate, in the absence of negligence or willful misconduct bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered or omitted by it under the provisions of this Third Amended and Restated Indenture upon the faith thereof.

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

Officer’s Certificate as Evidence. Subject to the --------------------------------- provisions of Section 7.01Sections 7.01 and 7.02, whenever in the administration of the provisions of this Third Amended and Restated Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Certificate, in the absence of negligence or willful misconduct bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered or omitted by it under the provisions of this Third Amended and Restated Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject 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 suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as 33 applicable, delivered to the Trustee, and such Certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions requirements of Section 7.01315 of the Trust Indenture Act of 1939, whenever in the administration of the provisions of this First Amended and Restated Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking taking, omitting or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on an the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ ' Certificate or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Certificatecertificate, in the absence of negligence or willful misconduct bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, omitted or suffered or omitted by it under the provisions of this First Amended and Restated Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided --------------------------------- in Section 7.018.1, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.. Section 8.8

Officer’s Certificate as Evidence. Subject to the provisions of Section 7.018.01, 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate conforming to the requirements of the Guarantor, as applicable, this Indenture delivered to the Trustee, and such Certificate, in the absence of negligence or negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith reliance thereof.

Officer’s Certificate as Evidence. Subject 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 suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Officer’s Certificate of the Company or the Guarantor, as applicablethe case may be, delivered to the Trustee, and such Certificatecertificate, in the absence of negligence or willful misconduct bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or gross 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or gross negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions of Except as otherwise provided in 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 suffering or omitting to take any action to be taken hereunder, such matter (unless other evidence in respect thereof 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 or an Officers’ Certificate Opinion of the Guarantor, as applicable, Counsel delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence or gross negligence, willful misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

Officer’s Certificate as Evidence. Subject to the provisions Except as otherwise provided in Section 7.01 [Duties and Responsibilities of Section 7.01Trustee], 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 suffering omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or gross 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 or an Officers’ Certificate of the Guarantor, as applicable, delivered to the Trustee, and such Officer’s Certificate, in the absence of negligence or gross negligence, willful misconduct misconduct, recklessness and bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered taken or omitted by it under the provisions of this Indenture upon the faith thereof. Section 7.08.