Common use of Trustee Entitled to Rely Clause in Contracts

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdings, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12X, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness or Guarantor Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness, Guarantor Senior Indebtedness and other Indebtedness of Holdingsthe Company or the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. X. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness or Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12X, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness or Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12X, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.X.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Twelve, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness of any Guarantor and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12Twelve, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Twelve, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Twelve.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1216, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 16.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1216. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 1216, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1216, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1216.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Subsidiary Guarantor and other Indebtedness of Holdingsa Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of either of the Issuers to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1212 or the Intercreditor Deed, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any bankruptcy, reorganization, insolvency, receivership or similar proceedings of relating to the nature referred to in Section 12.02 are Senior Subordinated Subsidiary Guarantor and its properties is pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor and other Indebtedness of Holdingsthe Senior Subordinated Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1212 or the Intercreditor Deed. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 1212 or the Intercreditor Deed, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1212 or the Intercreditor Deed, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1212 or the Intercreditor Deed.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Sixteen, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 1602 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Sixteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12Sixteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Sixteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 601 and 7.02 603 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Sixteen.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 123, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 3.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 123. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 123, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 123, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 123.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XI, the Trustee and the Holders Securityholders shall be entitled to conclusively rely rely, except to the extent such reliance would constitute gross negligence or bad faith, (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 11.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders, or (ciii) upon the Holdings Representatives authorized representative, if any, for the holders of Holdings Designated Senior Indebtedness Debt of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Designated Senior Indebtedness Debt and other Indebtedness Debt of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XI. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Designated Senior Indebtedness Debt of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12XI, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Designated Senior Debt of such Holdings Senior Indebtedness Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XI, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XI. Notwithstanding anything to the contrary contained in this Section 11.12, the provisions of this Section 11.12 shall not change, modify or otherwise affect the rights of the holders of Designated Senior Debt.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12II, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 2.2 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of the Parent Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Parent Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12II. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Parent Guarantor to participate in any payment or distribution pursuant to this Article 12II, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12II, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12II.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1211, the Trustee and the Holders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 11.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1211. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 1211, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1211, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1211.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Guarantor and other Indebtedness of Holdingsa Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, determines that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Fourteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 14.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Designated First Lien Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Designated First Lien Indebtedness and other Indebtedness of Holdingsthe Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Fourteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Designated First Lien Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 12Fourteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Designated First Lien Indebtedness Notes held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Fourteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 601 and 7.02 603 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Fourteen.

Trustee Entitled to Rely. Upon any payment or ------------------------ distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1218, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 18.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Subsidiary Guarantor and other Indebtedness of Holdingsa Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1218. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 1218, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1218, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1218.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Seven, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 7.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Seven. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12Seven, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Seven, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The Trustee shall have the right to seek a declaratory judgment as to any right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Seven.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1218, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 18.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Note Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Note Guarantor and other Indebtedness of Holdingsa Note Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1218. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Note Guarantor to participate in any payment or distribution pursuant to this Article 1218, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Note Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1218, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1218.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Fifteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 15.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Designated First Lien Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Designated First Lien Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Fifteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Designated First Lien Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12Fifteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Designated First Lien Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Fifteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 601 and 7.02 603 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Fifteen.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1211, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 11.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Designated Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Designated Senior Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1211. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Designated Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 1211, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1211, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1211.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XV, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 15.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XV. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12XV, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XV, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XV.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XI, the Trustee and the Holders holders of the Guarantees shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 11.2 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders holders of the Guarantees or (c) upon the Holdings Representatives of Holdings Designated Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Designated Senior Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XI. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Designated Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12XI, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XI, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XI.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Twelve, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12Twelve, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Twelve, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 7.03 of this Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Twelve.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or ------------------------- distribution pursuant to this Article 1210, the Trustee and the Holders Securityholders shall be entitled to rely conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1215, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 15.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1215. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 1215, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1215, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1215.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, Twelve the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 12.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives Guarantor Senior Obligations Agent or any other proper representative of Holdings the holders of the relevant Guarantor Senior Indebtedness Obligations for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdings, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings a relevant Guarantor Senior Indebtedness Obligations to participate in any payment or distribution pursuant to this Article 12Twelve, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness Obligations held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Twelve, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 Article Six of the Existing Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Twelve. Upon any payment or distribution of assets of the Company referred to in this Article Twelve, the Trustee, subject to the provisions of Article Six of the Existing Indenture, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation, reorganization or similar case or proceeding is pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Obligations and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Twelve.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Fourteen, the Trustee and the Holders holders of Securities shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 14.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders holders of Securities or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness or upon the holders of Senior Indebtedness for which there are no Representatives for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness Indebtedness, and other Indebtedness indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Fourteen. In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12Fourteen, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, Fourteen and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XII, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in under Section 12.02 12.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Guarantor Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Guarantor Senior Indebtedness and other Indebtedness of Holdingseach Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1213, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 13.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Designated Senior Indebtedness guaranteed by a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Designated Senior Indebtedness and other Indebtedness of Holdingsguaranteed by such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1213. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Designated Senior Indebtedness guaranteed by a Guarantor to participate in any payment or distribution pursuant to this Article 1213, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1213, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1213.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12III, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 3.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12III. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12III, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of the Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12III, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12III.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be 100 applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders pending or (cii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness Debt and other Indebtedness Debt of Holdingsthe Issuer or the Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. Without limiting the generality of the foregoing, the Trustee and the Holders shall, unless otherwise ordered by a court of competent jurisdiction, allocate such payments or distributions ratably to the holders of Senior Debt in accordance with the U.S. Dollar Equivalent amount of their claims, determined as of the date on which the Trustee or the Holders received the amount being paid or distributed. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of such Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XII, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the such Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a Representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or Representative on behalf of any such holder or holders. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a) upon any final non-appealable order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c) upon the Holdings Representatives of Holdings Senior Credit Facility Indebtedness or Guarantor Credit Facility Indebtedness for the purpose of ascertaining the Persons which Representative is entitled to participate in such payment or distribution, the holders amount of such Holdings Senior Credit Facility Indebtedness and other or Guarantor Credit Facility Indebtedness of Holdings, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person which Representative as a holder agent of Holdings Senior Credit Facility Indebtedness or Guarantor Credit Facility Indebtedness to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to request such Person the Representatives to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Credit Facility Indebtedness held by such Personor Guarantor Credit Facility Indebtedness due to the Representative on behalf of Lenders (as defined in the credit Facility), the extent to which such Person each Representative is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person each Representative under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person each Representative pending judicial determination as to the right of such Person each Representative to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.10

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1213, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 13.02 hereof are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c3) upon the Holdings Representatives of Holdings Senior Indebtedness Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness Debt and other Indebtedness Debt of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1213. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article 1213, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1213, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 601 and 7.02 603 of the Original Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1213.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdings, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Designated Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Designated Senior Indebtedness and other Indebtedness of Holdingsthe Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Designated Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Designated Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XI, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 11.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Specified Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Specified Senior Indebtedness and other Indebtedness of HoldingsIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XI. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Specified Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 12XI, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Specified Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, XI and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XI.

Trustee Entitled to Rely. Upon any payment or ------------------------- distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to rely conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Subsidiary Guarantor and other Indebtedness of Holdingsa Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Twelve, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12Twelve, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Twelve, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Twelve.

Trustee Entitled to Rely. Upon any payment or ------------------------ distribution pursuant to this Article 12XII, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 12.2 ------------ are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Senior Indebtedness of any Note Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Note Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of such Note Guarantor to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Note Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or ------------ ---- omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Thirteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 13.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Thirteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 12Thirteen, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Thirteen, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.03 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Thirteen.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XII, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 12.2 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives Representative for the holders of Holdings Senior Indebtedness of any Restricted Subsidiary for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Restricted Subsidiary, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of such Restricted Subsidiary to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Restricted Subsidiary held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12III, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 3.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Guarantor Senior Indebtedness or Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Guarantor Senior Indebtedness or Senior Indebtedness and other Indebtedness of Holdingsthe Company or the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12III. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12III, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12III, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12III.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Fourteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 14.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Fourteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 12Fourteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Fourteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 Section 6.01 and 7.02 Section 6.03 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Fourteen.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Seven, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 7.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Seven. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12Seven, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Seven, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such paymentpayment or distribution. The Trustee shall have the right to seek a declaratory judgment as to any right of such Person to receive such payment or distribution. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Seven.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1213, the Trustee and the Holders of the Series B Notes shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 13.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders of the Series B Notes or (c) upon the Holdings Representatives of Holdings Designated Senior Indebtedness of the Issuer or a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Issuer or such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1213. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Issuer or a Guarantor to participate in any payment or distribution pursuant to this Article 1213, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1213, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1213.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (ciii) upon the Holdings Representatives for the holders of Senior Indebtedness of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness of Holdings and other Indebtedness of Holdings, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of Holdings to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of Holdings held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Twelve, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings each Subsidiary Guarantor's Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Subsidiary Guarantor Senior Indebtedness and other Indebtedness of Holdingsany Subsidiary Guarantor's, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings a Subsidiary Guarantor's Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12Twelve, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Subsidiary Guarantor's Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Twelve, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Twelve.

Trustee Entitled to Rely. Upon any payment or ------------------------ distribution pursuant to this Article 12XII, the Trustee and the Holders Noteholders shall ----------- be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 12.2 ------------ are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Senior Indebtedness of any Note Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Note Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that ----------- the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of such Note Guarantor to participate in any payment or distribution pursuant to this Article 12------- XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable --- satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Note Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not ----------- furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or ------------ ---- omissions of actions by the Trustee pursuant to this Article 12.XII. -----------

Trustee Entitled to Rely. Upon any payment or distribution ------------------------ pursuant to this Article 1210, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution ------------------------ pursuant to this Article 1215, the Trustee and the Holders shall be entitled to conclusively ---------- rely (ai) upon any order or decree of a court of competent jurisdiction in which - any proceedings of the nature referred to in Section 12.02 1502 are pending, (bii) upon ------------ -- a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings --- Representatives for the holders of Holdings Guarantor Senior Indebtedness or any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Guarantor Senior Indebtedness and other Indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1215. In the event that ---------- the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings such Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 1215, the ---------- Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1215, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 701 and 7.02 703 shall be applicable to all actions or ------------ --- omissions of actions by the Trustee pursuant to this Article 12.15. ----------

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon a certificate of the Holdings Representatives Representative of Holdings the holders of Senior Indebtedness Debt of any Guarantor or, if there is no Representative, the holders of such Senior Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness Debt of any Guarantor and other Indebtedness Debt of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness Debt of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Holdings Senior Indebtedness Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections Section 7.01 and Section 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the 103 96 liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Subsidiary Guarantor and other Indebtedness of Holdingsa Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon a certificate of the Holdings Representatives Representative of Holdings the holders of Senior Indebtedness or, if there is no Representative, the holders of Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1211, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 Section 601 and 7.02 603 of the Base Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Noteholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Noteholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any STFC Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch STFC Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any STFC Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such STFC Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12ArticleE12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 121, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 1.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 121. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 121, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 121, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 [Duties of Trustee] and 7.02 [Rights of Trustee] hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 121.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Fifteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 1502 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Designated First Lien Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Designated First Lien Indebtedness and other Indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Fifteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Designated First Lien Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12Fifteen, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Designated First Lien Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Fifteen, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 601 and 7.02 603 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Fifteen.

Trustee Entitled to Rely. Upon any payment or ------------------------- distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Note Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Note Guarantor and other Indebtedness of Holdingsa Note Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Note Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Note Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12III, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 3.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Guarantor Senior Indebtedness or Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Guarantor Senior Indebtedness or Senior Indebtedness and other Indebtedness of Holdingsthe Company or the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12III. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12III, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12III, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 Section 7.1 and 7.02 7.2 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12III.

Trustee Entitled to Rely. Upon any payment or ------------------------- distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder 100 of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c3) upon the Holdings Representatives for the holders of Senior Debt of Holdings Senior Indebtedness or any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness Debt and other Indebtedness indebtedness of HoldingsHoldings or such Guarantor (as the case may be), the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of Holdings Senior Indebtedness or any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of Holdings or such Holdings Senior Indebtedness Guarantor (as the case may be) held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1214, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 14.02 are pending, (b) upon a certificate of the liquidating trustee or agent Agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon a certificate of the Holdings Representatives Representative of Holdings the holders of Senior Indebtedness Debt of any Guarantor or, if there is no Representative, the holders of Senior Debt of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness Debt and other Indebtedness indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1214. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness Debt of any Guarantor to participate in any payment or distribution pursuant to this Article 1214, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness Debt of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1214, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1214.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Eleven, the Trustee and the Holders Subordinated Creditors shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 11.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Subordinated Creditors or (c) upon the Holdings Representatives Senior Agent for the holders of Holdings Designated Senior Indebtedness Debt of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Designated Senior Indebtedness Debt and other Indebtedness indebtedness of Holdingssuch Subordinated Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Eleven. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Designated Senior Indebtedness Debt of any Subordinated Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12Eleven, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Designated Senior Debt of such Holdings Senior Indebtedness Subordinated Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Eleven, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 7.03 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Eleven.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1214, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 14.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1214. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to 111 120 participate in any payment or distribution pursuant to this Article 1214, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1214, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1214.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of Parent or any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of HoldingsParent or such Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of Parent or any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of Parent or such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Ten, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Ten. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 12Ten, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of the Issuers held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Ten, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Ten.

Trustee Entitled to Rely. Upon any payment or ------------------------ distribution pursuant to this Article 1210, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of the Company or Sub Co-Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company and Sub Co-Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Company or Sub Co-Issuer to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.2 are pendingpending and which order or decree is consistent with this Article 10, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or ------------------------- distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant of assets of the Company referred to in this Article 12, the Trustee and the Holders of the Securities of the relevant series shall be entitled to conclusively rely upon (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the such Holders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Senior Indebtedness Debt of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness Debt and other Indebtedness indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness Debt of the Company to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness Debt of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 Section 6.01 and 7.02 Section 6.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1210, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 10.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness or Guarantor Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness, Guarantor Senior Indebtedness and other Indebtedness of Holdingsthe Issuers or the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1210. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness or Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 1210, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness or Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1210, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1210.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Security- holders or (c3) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XIII, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 13.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Specified Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XIII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Specified Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 12XIII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Specified Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XIII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XII, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 12.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Guarantor Senior Indebtedness or Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Guarantor Senior Indebtedness or Senior Indebtedness and other Indebtedness of Holdingsthe Company or a Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XIII, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 13.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Specified Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XIII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Specified Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article 12XIII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Specified Senior Indebtedness of the Company held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XIII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.and

Trustee Entitled to Rely. Upon any payment or ------------------------- distribution pursuant to this Article 12XII, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of 83 the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the such Holders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a Representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or Representative on behalf of any such holder or holders. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Guarantor Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Guarantor Senior Indebtedness and other Indebtedness of Holdingsany Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The Trustee shall have the right to seek a declaratory judgment as to any right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12III, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction 139 10 in which any proceedings of the nature referred to in Section 12.02 3.02 of this Guaranty Agreement are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives Representative for the holders of Holdings Senior Indebtedness of the Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingsthe Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12III. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Guarantor to participate in any payment or distribution pursuant to this Article 12III, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of the Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, III and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12III.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XV, the Trustee and the Holders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 1502 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (ciii) upon the Holdings Parent Guarantor Representatives for the holders of Holdings Parent Guarantor Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Parent Guarantor Senior Indebtedness and other Indebtedness of Holdingsthe Parent Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XV. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings such Parent Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XV, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Parent Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XV, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 701 and 7.02 703 of this Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XV.

Trustee Entitled to Rely. Upon any payment or ------------------------ distribution pursuant to this Article 12XII, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 12.2 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Guarantor Senior Indebtedness or Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Guarantor Senior Indebtedness or Senior Indebtedness and other Indebtedness of Holdingsthe Company or a Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 7.1 and 7.02 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Eighteen, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 1802 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the such Holders or upon a notice from the holders or Representatives (cif any) upon for the Holdings Representatives holders of Holdings Guarantor Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Guarantor Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Eighteen. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself, as the case may be, to be a holder of Guarantor Senior Indebtedness or Designated Guarantor Senior Indebtedness (or a Representative therefor) to establish that such notice has been give by a holder of Guarantor Senior Indebtedness or Designated Guarantor Senior Indebtedness (or a Representative therefor). In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Guarantor Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12Eighteen, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Guarantor Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Eighteen, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 Section 601 and 7.02 Section 602 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Eighteen.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which 66 any proceedings of the nature referred to in Section 12.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of a Subsidiary Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness of a Subsidiary Guarantor and other Indebtedness of Holdingsa Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of a Subsidiary Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Subsidiary Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to conclusively rely upon (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon a certificate of the Holdings Representatives Representative of Holdings the holders of Senior Indebtedness Debt or, if there is no Representative, the holders of Senior Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness Debt and other Indebtedness of Holdingsthe Company and the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness Debt to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections Section 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 1211, the Trustee and the Holders of a Subordinated Series shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to described in Section 12.02 8.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders of such Subordinated Series or (c2) upon the Holdings Representatives Representatives, if any, for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness and other Indebtedness of Holdingsthe Issuer or the Guarantors, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1211. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 1211, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 1211, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 1211.

Trustee Entitled to Rely. Upon any payment or ------------------------ distribution pursuant to this Article 12XII, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c3) upon the Holdings Representatives for the holders of Holdings each Subsidiary Guarantor's Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Subsidiary Guarantor Senior Indebtedness and other Indebtedness Indebted- ness of Holdingsany Subsidiary Guarantor's, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings a Subsidiary Guarantor's Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Subsidiary Guarantor's Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 127, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 7.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 127. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 127, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 127, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The Trustee shall have the right to seek a declaratory judgment as to any right of such Person to receive such payment. The provisions of Sections 7.01 8.01 and 7.02 8.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 127.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders Securityholders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders Securityholders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness indebtedness of Holdingssuch Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Twelve, the Trustee and the Holders shall be entitled to conclusively rely upon (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Holdings Representatives of Holdings Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings Senior Indebtedness and other Indebtedness of Holdingsthe Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Twelve. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 12Twelve, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Twelve, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 6.01 and 7.02 6.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12Twelve.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12XII, the Trustee and the Holders shall be entitled to conclusively rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the such Holders or (c) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness and other Indebtedness Debt of Holdingsany of the Issuers, the Guarantor or the Subsidiary Guarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior Indebtedness to participate in any payment or distribution pursuant to this Article 12XII, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12XII, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12XII.

Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article 12Fourteen, the Trustee and the Holders of Securities shall be entitled to conclusively rely (ai) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 14.02 are pending, (bii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders of Securities or (ciii) upon the Holdings Representatives for the holders of Holdings Senior Indebtedness and, if applicable, Senior Subordinated Indebtedness for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Holdings the Senior Indebtedness Indebtedness, the holders of Senior Subordinated Indebtedness, if applicable, and other Indebtedness indebtedness of Holdingsthe Company or the Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12Fourteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Holdings Senior 100 Subordinated Indenture Indebtedness or, if applicable, Senior Subordinated Indebtedness to participate in any payment or distribution pursuant to this Article 12Fourteen, the Trustee shall be entitled to may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Holdings Senior Indebtedness or, if applicable, Senior Subordinated Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12Fourteen, and, if such evidence is not furnished, the Trustee shall be entitled to may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.