BANK OF AMERICA NT&S AND HARRIS TRUST CO. OF CA

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NOW, THEREFORE, pursuant to the Indenture and in consideration of the covenants herein contained, it is agreed as follows (words and phrases not otherwise defined in this Instrument shall have the meaning given thereto in the Indenture): THE ORIGINAL TRUSTEE 1. Pursuant to the terms of the Indenture, the Original Trustee hereby notifies the Issuer that the Original Trustee is resigning as Paying Agent and Registrar under the Indenture effective as of that date which is fourteen (14) days after the Execution Date or, if such date is not a Business Day, then the next succeeding Business Day (the "Effective Date"). THE RESIGNING TRUSTEE 1. Pursuant to the terms of the Indenture, the Resigning Trustee hereby notifies the Issuer that the Resigning Trustee is resigning as trustee under the Indenture effective as of that date which is March 21, 1995 (the "Effective Date"). 2. Effective as of the Effective Date, the Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all of its rights, powers, trust duties and responsibilities of the Resigning Trustee under the Indenture 3. The Resigning Trustee agrees to execute and deliver such further instruments and shall take such further actions as the Successor Trustee or the Issuer may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and responsibilities hereby assigned, transferred, delivered and confirmed to the Successor Trustee, including without limitation, the execution and delivery of any instruments required to re -perfect all liens that it may have on the trust in the name of the Successor Trustee. 4. Promptly after the execution and delivery of this Instrument, the Resigning Trustee shall cause notice of the resignation, appointment and acceptance effected hereby to be given as is required pursuant to Section 11.12 of the Indenture. 5. Promptly after the Effective Date, the Resigning Trustee shall provide the governing documents to the Successor Trustee. THE ISSUER 1. Effective as of the Effective Date, the Issuer hereby accepts the resignation of the Resigning Trustee and appoints the Successor Trustee as successor in trust under the Indenture and confirms to the Successor Trustee all of the rights, titles, interests, capacities, privileges, duties and responsibilities of the trustee under the Indenture. 2. The Issuer agrees to execute and deliver such further instruments and to take such further action as the Successor Trustee may reasonably request so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, titles, interests, capacities, privileges, duties and responsibilities hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 2