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SooK ?3 ih,uEtl44 <br />RESIGNATION, APPOINTMENT AND ACCEPTANCE AGREEMENT <br />Indenture of Trust dated as of January 1, 2004, as supplemented and any and all ancillary agreements <br />pursuant to which the Trustee acts in its capacity(ies) described therein (the "Trust Indenture") <br />This Resignation, Appointment and Acceptance Agreement (this "Agreement"), is dated as of December 7, 2009, by <br />and among First-Citizens Bank & Trust Company ("First-Citizens"), U.S. Bank National Association ("U.S. Bank"), Lee County <br />Development Corporation (the "Corporation") and the County of Lee, North Carolina (the "County"). <br />WITNESSETH: <br />A. First-Citizens currently serves as Trustee (the "Trustee") pursuant to the Trust Indenture and performs the <br />services and functions of such, subject to the terms and conditions therein. <br />B. The Corporation, upon the nomination by the County, desires to appoint U.S. Bank as successor Trustee under <br />the Trust Indenture. First-Citizens desires to assign and transfer to U.S. Bank, and U.S. Bank desires to accept and perform the <br />services, functions and duties of the Trustee under the Trust Indenture. <br />NOW THEREFORE, the signatories hereto in consideration of the covenants and undertakings made herein, agree <br />as follows: <br />1. Capitalized terms used but not defined herein shall have the respective meanings established for such terms <br />under the Trust Indenture. <br />2. As of the Effective Date, as defined below, First-Citizens hereby resigns as Trustee under the Trust Indenture and <br />assigns and transfers to U.S. Bank all of First-Citizens' rights, claims and obligations under the Trust Indenture relating to <br />services to be performed as Trustee from and after the Effective Date, and all records maintained as Trustee necessary for the <br />administration from and after the Effective Date. <br />3. First-Citizens shall have no rights, claims or obligations under the Trust Indenture as Trustee relating to services to <br />be performed from and after the Effective Date; provided however that First-Citizens shall retain its obligations to the Issuer and <br />securities holders and retain its rights and claims under the Trust Indenture for performance of its services, functions and duties <br />as Trustee prior to the Effective Date. <br />4. The Corporation, upon the nomination by the County, hereby appoints U. S. Bank as successor Trustee under the <br />Trust Indenture effective as of the Effective Date. <br />5. U.S. Bank hereby accepts the foregoing appointment and fully assumes, as of the Effective Date, the rights, claims <br />and obligations of Trustee and agrees to perform the services, functions and duties of the Trustee under the Trust Indenture as <br />expressly provided therein. <br />6. The effective date of this Agreement (the "Effective Date") shall be the latter of: (i) the date that a fully executed <br />copy of this Agreement is received by U.S. Bank or (ii) the date marking the end of any applicable notice period required for the <br />appointment of successors under the Trust Indenture. <br />7. Nothing in this Agreement shall affect any rights or obligations of First-Citizens or U.S. Bank under the corporate <br />trust business purchase agreement or any of the related ancillary agreements between First-Citizens and U.S. Bank. <br />IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered <br />on its behalf. <br />COUNTY OF LEE, NORTH CAROLINA <br />By: - ~C 44nt~:~ <br />m <br />Ki•hl',rc) R gu, r ( A;ywo;&~J <br />(Please print name antl tit e) <br />LEE COUNTY DEVELOPMENT CORPORATION <br />By: <br />(Please print name and title) <br />FIRST-CITIZENS BANK & TRUST COMPANY <br />By, <br />Gene Lewis. III. Senior Vice President <br />U.S. BANK NATIONAL ASSOCIATION <br />` <br />ey: U~ /W z, <br />Dennis M. Egan, Senior Vice President <br />R1123 <br />