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ACKNOWLEDGMENT s APPOINTMENT AND ACCEPTANCE THIS ACKNOWLEDGMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE the "Agreement") reement dated to be effective as of December 2, 1 999 (the "Effective Date"), among the City ofRoseville, Minnesota (the `'Issuer and U.S. Bank Trust, National Association and Norwest Bank Minnesota, National Association ("Norwest"). VVIHEREAS the Issuer and U.S. Bark Trust, National Association entered into an Indenture dated as of December 1, 1985 (the "Indenture with respect to $4,700,000 aggregate principal amount of Commercial Development Revenue Bonds, Series F beads with a maturity date of December 1 2015, of which $3,325,000 in aggregate principal will be outstanding as of the Effective Date; and VvTEREAS on November 2, 1999, U. S. Bank Trust, National Association gave written notice as required in the Indenture to the Issuer of its resignation as trustee under the Indenture, such resignation to became effective upon the acceptance of appointment by a Successor Trustee under Section 14.06 of the Indenture; VVBEREAS Section 14.09 of the Indenture provides that any Successor Trustee appointed under the Indenture shall deliver a written acceptance of its appointment to the Resigning Trustee and to the Issuer and thereupon the resignation of the Designing Trustee shall become effective and such Successor Trustee, without any further act, deed or conveyance, skull became vested with all the rights, powers, and duties of the Designing Trustee under the Indenture; WBEREAS Section 14.09 of the Indenture further provides that a Successor Trustee shall mail notice of its succession to each Haider (as therein defined); and WTiEREAS Norwest p romptly after the date of the execution of this Agreement by all parties shall cause the notice required pursuant to the provisions of Section 14.09 of the Indenture to be mailed to the securityholders as therein required. NOW TREFORE, in ardor to implement the provision of the Indenture, it is agreed as follows words and phrases not otherwise defined in this Agreement having the definitions given thereto in the Indenture) 1. The Issuer accepts the resignation of U.S. Bank Trust, National Association as trustee and certifies and confirms that all action required by Section 14.08 of the Indenture has been takers to appoint Norwest as Successor Trustee with all of the rights powers and duties heretofore vested in U.S. Bank Trust, National Association as trustee under the Indenture, such appointment to become effective at the close of business on the Efffective Date.