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AGREEMENT RELATING TO PAYING AGENCY, <br />REGISTRAR AND TRANSFER AGENCY <br />THIS AGREEMENT made this 15th day of November, 1988, <br />by and between the City of Little Canada, County of Ramsey, <br />Minnesota (the Issuer) and First Trust National Association <br />(the Registrar), an association duly organized and existing <br />under the laws of the United States, WITNESSETH that the Issuer <br />has by resolution adopted November 9, 1988, a certified copy of <br />which is attached hereto as Exhibit A, authorized the issuance <br />of $200,000 Taxable General Obligation Tax Increment Bonds of <br />1988 (the Bonds); and that the Issuer has designated the <br />Registrar as the paying agent, registrar and transfer agent for <br />the Bonds. <br />NOW THEREFORE, the Issuer and the Registrar, each in <br />consideration of the representations, covenants and agreements <br />of the other as set forth herein, mutually represent, covenant <br />and agrees as follows: <br />Section 1. Registrar's Duties. <br />1.1 Register. The Registrar shall keep at its <br />principal corporate trust office a Bond Register in which the <br />Register shall provide for the registration of ownership of the <br />Bonds and the registration of transfers and exchanges of the <br />Bonds entitled to be registered, transferred or exchanged. <br />1.2 Transfer of Bonds. Upon surrender to the <br />Registrar for transfer of any Bond duly endorsed by the <br />registered owner thereof or accompanied by a written instrument <br />of transfer, in form satisfactory to the Registrar duly <br />executed by the registered owner thereof or by an attorney duly <br />authorized by the registered owner in writing, together with a <br />guarantee of the signature satisfactory to the Registrar, the <br />Registrar shall authenticate and deliver, in the name of the <br />designated transferee or transferees, one or more new Bonds of <br />a like aggregate principal amount and maturity, as <br />Page 30 <br />