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Issuer, the Developer and the Trustee. Any Paying Agent may be removed at any time by an <br /> instrument, filed with such Paying Agent and the Trustee and signed by the Issuer and the <br /> Developer. Any successor Paying Agent shall be appointed by the Issuer at the direction of the <br /> Developer and shall be a bank or trust company duly organized under the laws of any state of the <br /> United States or a national banking association, in each case having a capital stock and surplus <br /> aggregating at least $100,000,000, willing and able to accept the office on reasonable and <br /> customary terms and authorized by law to perform all the duties imposed upon it by this <br /> Indenture. <br /> In the event of the resignation or removal of any Paying Agent, such Paying Agent shall <br /> pay over, assign and deliver any moneys or securities held by it as Paying Agent to its <br /> successors, or if there is no successor, to the Trustee. <br /> (End of Article VIII) <br /> - 35 - <br /> I\11860514.2 <br />