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2 Norwest represents and warrants to U.S. Bank Trust, National Association and the <br />Issuer that it is eligible to serve as Trustee under the Indenture. <br />3. Norwest hereby accepts, effective at the close of business on the Effective Date, its <br />appointment as Successor Trustee, assumes all rights, powers and duties of the Trustee under the <br />Indenture, and warrants that it will perform said rights, powers and duties upon the terms and <br />conditions set forth in the Indenture. <br />4. Effective at the close of business on the Effective Date U. Bank Trust, National <br />Association hereby assigns, transfers, delivers and conveys to Norwest as Successor Trustee, <br />upon the Trusts expressed in the Indenture, all rights, powers and trusts, which U.S. Bank Trust, <br />National Association as Trustee now holds under and by virtue of the Indenture, and effective as <br />of such date does hereby pay over to Norwest as Successor Trustee, any and all property and <br />moneys held by U.S. Bank Trust, National Assoocaation under and b virtue of the Indenture. <br />5. This Agreement may be executed in any number of counterparts, each of which, <br />when so executed and delivered f shall be an original, but all counterparts shaJI constitute but one <br />and the same agreement. <br />IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly <br />executed by their respective officers thereunto duly authorized, all as of the day and year first <br />above written. <br />Norwest Bank Minnesota, N.A. <br />Successor Trustee <br />City of Roseville, Minnesota <br />Issuer <br />By <br />Name <br />Title: <br />U.S. Bank Trust, National Association <br />As Designing Trustee <br />By <br />Dame: <br />Title: <br />By <br />Narne: <br />Title: <br />