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thereupon such successor,without any further act, deed or conveyance, shall become fully vested <br /> with all the estates, properties,rights,powers,trusts, duties and obligations of its predecessor; but <br /> such predecessor shall, nevertheless, on the written request of the Issuer, or of its successor, <br /> execute and deliver an instrument transferring to such successor Trustee all the estates, properties, <br /> rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall <br /> deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any <br /> instrument in writing from the Issuer be required by any successor Trustee for more fully and <br /> certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended <br /> to be vested in the predecessor any and all such instruments in writing shall, on request, be <br /> executed, acknowledged and delivered by the Issuer. The resignation of any Trustee and the <br /> instrument or instruments removing any Trustee and appointing a successor hereunder, together <br /> with all other instruments provided for in this Article shall be filed by the successor Trustee in <br /> each office, if any, where the Indenture shall have been filed. <br /> Section 8.10. Trustee Protected in Relying Upon Resolutions, etc. The <br /> resolutions, ordinances, opinions, certificates and other instruments provided for in this Indenture <br /> or the Loan Agreement may be accepted by the Trustee as conclusive evidence of the facts and <br /> conclusions stated therein and shall be full warrant, protection and authority to the Trustee for the <br /> release of property,the withdrawal of cash or the taking of any other action authorized hereunder; <br /> provided,that in the case of any such document specifically required to be furnished to the Trustee <br /> hereby or by the Loan Agreement, the Trustee shall be under a duty to examine the same to <br /> determine whether or not it conforms to the requirements hereof or thereof. <br /> Section 8.11 Appointment of Paying Agent and Registrar; Resignation or Removal of <br /> Paying Agent. The Trustee is hereby appointed"Paying Agent"under this Indenture. Any Paying <br /> Agent may at any time resign and be discharged of the duties and obligations created by this <br /> instrument and any supplemental indenture by giving at least 30 days' written notice to the Issuer, <br /> the Company and the Trustee. Any Paying Agent may be removed at any time by an instrument, <br /> filed with such Paying Agent and the Trustee and signed by the Issuer and the Company. Any <br /> successor Paying Agent shall be appointed by the Issuer at the direction of the Company and shall <br /> be a bank or trust company duly organized under the laws of any state of the United States or a <br /> national banking association, in each case having a capital stock and surplus aggregating at least <br /> $100,000,000, willing and able to accept the office on reasonable and customary terms and <br /> authorized by law to perform all the duties imposed upon it by this Indenture. <br /> In the event of the resignation or removal of any Paying Agent, such Paying Agent <br /> shall 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 />