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40 <br />Acceptance of Duties By <br />Registrar and Paying Agent <br />Chemical Bank, a banking corporation duly organized and existing <br />under the laws of the State of New York and having its principal office in <br />New York, New York, hereby accepts the duties and obligations imposed upon <br />the Registrar and Paying Agent under the foregoing Indenture of. Trust, <br />intending hereby to create obligations under seal under the laws of the <br />State. <br />(SEAL) <br />CHEMICAL BANK, <br />as Registrar and Paying Agent <br />By: <br />