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AGREEMENT RELATING TO PAYING AGENCY, <br />REGISTRAR AND TRANSFER AGENCY <br />THIS AGREEMENT made this 27th December of 1995, by and between the City <br />of Little Canada, Ramsey County, MN (the "Issuer ") and First Trust National Association <br />(the "Agent "), an association duly organized and existing under the laws of the United <br />States, WITNESSETH that the Issuer has by resolution adopted on November 28, 1995, <br />authorized the issuance of $1,970,000 General Obligation Taxable Tax Increment Bonds, <br />Series 1995B (the "Bonds "); and that the Issuer has designated the Agent as the paying <br />agent, registrar and transfer agent for the Bonds. <br />NOW THEREFORE, the Issuer and the Agent, each in consideration of the <br />representations, covenants and agreements of the other as set forth herein, mutually <br />represent, covenant and agree as follows: <br />Section 1. Agent's Duties. <br />1.1. Registrar. The Agent shall keep at its principal corporate trust office a <br />Bond Register in which the Register shall provide for the registration of ownership of the <br />bonds and the registration of transfers and exchanges of the Bonds entitled to be <br />registered, transferred or exchanged. <br />1.2. Transfer of Bonds. Upon surrender to the Agent for transfer of any Bond <br />duly endorsed by the registered owner thereof or accompanied by a written instrument of <br />transfer, in form satisfactory to the Agent duly executed by the registered owner thereof <br />or by an attorney duly authorized by the registered owner in writing, together with a <br />guarantee of the signature satisfactory to the Agent, the Agent shall authenticate and <br />deliver, in the name of the designated transferee or transferees, one or more new Bonds of <br />a like aggregate principal amount and maturity, as requested by the transferer. The Agent <br />may, however, close the books for registration of any transfer after the 15th day of the <br />month preceding each interest payment date and until such interest payment date. <br />1.3. Exchange of Bonds. Whenever any Bonds are surrendered to the Agent <br />for exchange the Agent shall authenticate and deliver the Bonds which, under the <br />authorizing resolution, the owner making the exchange is entitled to receive. <br />(P /Agency /333459802) <br />Page 47 <br />