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PAYING AGENT/REGISTRAR AGREEMENT <br />THIS AGREEMENT entered into as of November 1, 2010 (this "Agreement "), by and <br />between the City of San Marcos, Texas (the "Issuer "), and The Bank of New York Mellon Trust <br />Company, N.A., Dallas, Texas, a banking corporation duly organized and existing under the laws of <br />the United States of America (the "Bank "). <br />RECITALS <br />WHEREAS, the Issuer has duly authorized and provided for the issuance of its $17,210,000 <br />City of San Marcos, General Obligation Refunding Bonds, Series 2010, (the "Securities "), such <br />Securities to be issued in fully registered form only as to the payment of principal and interest thereon; <br />and <br />WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on <br />or about December 2, 2010; and <br />WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in <br />connection with the payment of the principal of, premium, if any, and interest on the Securities and <br />with respect to the registration, transfer and exchange thereof by the registered owners thereof, and <br />WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer <br />and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; <br />NOW, THEREFORE, it is mutually agreed as follows: <br />ARTICLE ONE <br />APPOINTMENT OF BANK AS <br />PAYING AGENT AND REGISTRAR <br />Section 1.01. Appointment. <br />The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. <br />As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer <br />the principal, premium (if any), and interest on the Securities as the same become due and payable <br />to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" <br />(hereinafter defined). <br />The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar <br />for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records <br />as to the ownership of the Securities and with respect to the transfer and exchange thereof as <br />provided herein and in the "Ordinance." <br />SAN MARCOS GORB 2010: PayingAgtRegAgnnnt <br />