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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) <br /> 35 <br />