Common use of Reliance on Judicial Order or Certificate of Liquidating Agent Clause in Contracts

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 601, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, conservator, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Corporation referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Article VI, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.01, and the Holders holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIITwelve, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIITwelve.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets or securities of the Company any Guarantor referred to in this Article XII12, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness Indebtedness of the Companysuch 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 XII12.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Article VI, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Corporation referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, Corporation the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIBank, the Trustee Trustee, subject to the provisions of Article Six hereof, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a upon any certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness Indebtedness of the CompanyBank, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIFifteen.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XII10, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness Indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII10.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIISixteen, the Trustee Trustee, subject to the provisions of Section 612, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such any Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets or securities of the Company a Guarantor referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt of such Guarantor and other indebtedness of the Companysuch 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Article VI, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.01, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 7.01, and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pendinginsolvency, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securitiesthe Notes, for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XIITwelve, the Trustee Trustee, subject to the provisions of Section 5.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any a court of competent jurisdiction in which such Proceeding is any proceedings of the nature referred to in Section 12.2 are pending, or a certificate of the trustee in bankruptcyCustodian, receiver, liquidating trustee, custodian, assignee for other similar officer of the benefit of creditors, agent Issuer or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Issuer Senior Debt Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIITwelve.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XII, the Trustee and the Holders of the Senior Subordinated Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, bankruptcy or liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Senior Subordinated Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Debt of the Guarantors and other indebtedness of the CompanyGuarantors, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt or Subordinated Indebtedness of the Issuer and other indebtedness Indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Corporation or the Guarantor referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the CompanyCorporation 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Corporation referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the CompanyCorporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or a Guarantor referred to in this Article XIIVII, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the CompanyClaims, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIVII; provided that the foregoing shall apply only if such court has been apprised of the provisions of this Article VII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIITen, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIITen.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIXIV, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesHolders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIXIV.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XII10, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XII10.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee Trustee, subject to the provisions of Section 6.2, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Guarantor or the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Guarantor and/or 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIX, the Trustee and the Holders of the Senior Subordinated Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, or liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Senior Subordinated Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company 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 XII.X.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Issuers and other indebtedness of the Companya 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee and the Holders holders of the Securities this Indebtedness shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of Securitiesthis Indebtedness, for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIITen, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness 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 XIITen.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, . the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Additional Guarantor referred to in this Article XIIXVI, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Additional Guarantor and other indebtedness of the CompanyAdditional 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 XIIXVI.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIXI, the Trustee Trustee, subject to the provisions of Section 8.01, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesHolders, for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Company and other indebtedness Debt 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 XIIXI.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, . the Trustee and the Holders of the Securities Senior Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesSenior Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Permitted Debt 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyIssuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities Senior Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesSenior Notes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Permitted Debt 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XII10, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness 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 XII10.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Company Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, conservator, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of 98 - 92 - Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Success Bancshares referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, conservator, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior and Subordinated Debt and other indebtedness of the CompanySuccess Bancshares, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIX, the Trustee and the Holders of the Senior Subordinated Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, or liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Senior Subordinated Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt of the Issuer and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.X.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred pursuant to in this Article XIIa Subordination Event, the Trustee Trustee, subject to the provisions of Section 5.01, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIArticle, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered decrees made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Article 6, and the Holders of the Securities Debentures shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such a Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesDebentures, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XII.. 64

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyIssuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness Exhibit D 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Guarantor referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Debt and other indebtedness of the CompanyGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dis- solution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 601, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness of the CompanyCompany (and the creditors in respect of General Obligations), the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIISeven, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness and other indebtedness in- debtedness 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 XIISeven.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities Debentures shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesDebentures, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of SecuritiesNotes, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIArticle, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered decrees made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIIEight, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness of the Company 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 XIIEight.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XII4, the Trustee and the Holders of the Securities Notes shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Notes for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness 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 XII4.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Guarantor referred to in this Article XIIArticle, the Trustee Guarantee Trustee, subject to the provisions of Article 3, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such a Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Guarantee Trustee or to the Holders of SecuritiesHolders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the CompanyGuarantor Liabilities, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets or securities of the Company a Subsidiary Guarantor referred to in this Article XIITwelve, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor and other indebtedness of the Companysuch 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 XIITwelve.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, distribution delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders Holders of the Senior Debt 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company Guarantors referred to in this Article XIIArticle, the Trustee Trustee, subject to the provisions of Article VI, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt Indebtedness of a Guarantor and other indebtedness of the Companysuch 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 XIIArticle.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee 66 for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XII.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company or securities referred to in this Article XIITen, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered made by any court of competent jurisdiction in which such Proceeding is bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, the Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness 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 XIITen.

Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or EXHIBIT D a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt 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 XII.