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<br />35 <br />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)