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<br />PA YING AGENT/REGISTRAR AGREEMENT <br /> <br />THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this "Agreement") <br />is by and between CITY OF SAN MARCOS, TEXAS (the "Issuer"), and MTRUST <br />CORP, NATIONAL ASSOCIATION, Austin, Texas ("MTrusttl), duly organized and <br />existing under the laws of the State of Texas. <br /> <br />WHEREAS, the Issuer has duly authorized and provided for the issuance of its <br />General Obligation Bonds, Series 1988 (the "Bonds") in an aggregate principal <br />amount of $1,660,000 to be issued as registered securities without coupons; <br /> <br />WHEREAS, all things necessary to make the Bonds the valid obligations of <br />the Issuer, in accordance with their terms, will be taken upon the issuance and <br />delivery thereof; <br /> <br />WHEREAS, the Issuer is desirous that MTrust act as the Paying Agent of the <br />Issuer in paying the principal, premium (if any) and interest on the Bonds, in <br />accordance with the terms thereof, and that MTrust act as Registrar for the Bonds; <br /> <br />WHEREAS, the Issuer has duly authorized the execution and delivery of this <br />Agreement; and all things necessary to make this Agreement the valid agreement of <br />the Issuer, in accordance with its terms, have been done; <br /> <br />NOW, THEREFORE, it is mutually agreed as follows: <br /> <br />ARTICLE ONE <br />APPOINTMENT OF MTRUST AS <br />PAYING AGENT AND REGISTRAR <br /> <br />Section 1.01. Appointment. <br /> <br />(a) The Issuer hereby appoints MTrust to act as Paying Agent with <br />respect to the Bonds, in paying to the registered owners of the Bonds the principal <br />of and interest on all or any of the Bonds. <br /> <br />(b) <br />Bonds. <br /> <br />The Issuer hereby appoints MTrust as Registrar with respect to the <br /> <br />(c) MTrust hereby accepts its appointment, and agrees to act, as the <br />Paying Agent and Registrar. <br /> <br />Section 1.02. Compensation. <br /> <br />(a) As compensation for MTrust's services as Paying Agent/Registrar, <br />the Issuer hereby agrees to pay MTrust the fees and amounts set forth in Annex A <br />hereto for the first year of this Agreement, or such part thereof as this Agreement <br />