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

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3. The Issuer hereby represents and warrants that to the best knowledge of the Issuer there has been no notice of an Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default under the terms of the Indenture, as of the Effective Date. THE SUCCESSOR TRUSTEE 1. Effective as of the Effective Date, the Successor Trustee hereby accepts its appointment as successor trustee under the Indenture and shall be vested with all of the rights, titles, interests, capacities, privileges, duties and responsibilities of the trustee under the Indenture. 2. The Successor Trustee hereby represents that it is qualified and eligible under the provisions of Section 11.15 of the Indenture to be appointed successor trustee and hereby accepts the appointment as successor trustee and agrees that upon the signing of this Instrument it shall become vested with all of the rights, titles, interests, capacities, privileges, duties and responsibilities of the Resigning Trustee as trustee with respect to all series of Securities with like effect as if originally named as trustee under the Indenture. MISCELLANEOUS 1. The parties hereto agree that this instrument does not constitute an assumption by the Successor Trustee of any liability of the Resigning Trustee arising out of any breach by the Resigning Trustee of its duties or obligations under the Indenture (a "Prior Liability"). The parties hereto further agree that, notwithstanding any provision hereof, the Resigning Trustee and its corporate parent shall remain liable for any Prior Liabilities. The Original Trustee shall continue to be liable for its acts or omissions under the Indenture through the effective date of its resignation to the Resigning Trustee and through the Effective Date of its resignation as paying agent and registrar. 2. The parties hereto agree that as of the Effective Date, all references to the Resigning Trustee as trustee in the Indenture shall be deemed to refer to the Successor Trustee. After the Effective Date, all notices or payments which were required by the terms of the Indenture to be given or paid to the Resigning Trustee as trustee, shall be given or paid to: HARRIS TRUST AND SAVINGS BANK 311 West Monroe Street Attention: Indenture Trust Division Chicago, Illinois 60606 3. The resignation, appointment and acceptance effected hereby shall become effective as of the opening of business on the Effective Date. 4. This Instrument shall be governed by and construed in accordance with the laws governing the Indenture. 5. This instrument may be executed in any number of counterparts, each of which shall be an original, but which counterparts shall together constitute but one and the same instrument. 3