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<br />35 <br />transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such <br />predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held <br />by it as Trustee hereunder to its successor. Should any instrument in writing from the Issuer be <br />required by any successor Trustee for more fully and certainly vesting in such successor the estate, <br />rights, powers and duties hereby vested or intended to be vested in the predecessor any and all <br />such instruments in writing shall, on request, be executed, acknowledged and delivered by the <br />Issuer. The resignation of any Trustee and the instrument or instruments removing any Trustee and <br />appointing a successor hereunder, together with all other instruments provided for in this Article <br />shall be filed by the successor Trustee in each office, if any, where the Indenture shall have been <br />filed. <br />Trustee Protected in Relying Upon Resolutions, etc. The resolutions, ordinances, opinions, <br />certificates and other instruments provided for in this Indenture or the Loan Agreement may be <br />accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall <br />be full warrant, protection and authority to the Trustee for the release of property, the withdrawal <br />of cash or the taking of any other action authorized hereunder; provided, that in the case of any <br />such document specifically required to be furnished to the Trustee hereby or by the Loan <br />Agreement, the Trustee shall be under a duty to examine the same to determine whether or not it <br />conforms to the requirements hereof or thereof. <br />Section 8.11 Appointment of Paying Agent and Registrar; Resignation or <br />Removal of Paying Agent. The Trustee is hereby appointed “Paying Agent” under <br />this Indenture. Any Paying Agent may at any time resign and be discharged of the duties and <br />obligations created by this instrument and any supplemental indenture by giving at least 30 days’ <br />written notice to the Issuer, the Company and the Trustee. Any Paying Agent may be removed at <br />any time by an instrument, filed with such Paying Agent and the Trustee and signed by the Issuer <br />and the Company. Any successor Paying Agent shall be appointed by the Issuer at the direction <br />of the Company and shall be a bank or trust company duly organized under the laws of any state <br />of the United States or a national banking association, in each case having a capital stock and <br />surplus 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 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)