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<br />107 <br /> <br />PAYING AGENT/REGISTRAR <br /> <br />AGREEMENT entered into as of 19~ (this <br />"Agreement"), by and between, c,,\ . .!">.,. fìd' a <br />\tv\' u-I'\. t.::"\f I~ \~ (the "Issuer"), and First City <br />National Ban. of Au in, a national banking association duly organized <br />and existing under the laws of the United States of America with its <br />principal offices in Austin, Texas (the "Bank"). <br /> <br />RECITALS OF THE ISSUER <br /> <br />WT~~~;~C~~sSdu~la~thoS~~a:d ~r~;id:d\, fO, ~~~~~~ance of ~~5er;e5 19~~1l <br /> <br />(the "Securities") in an aggregate princi a1 amount of $ .. <br />To be issued as registered securities without coupons; <br /> <br /> <br />All things necessary to make the Securities the valid obligations of <br />the Issuer, in accordance with their terms, will be taken upon the <br />issuance and delivery thereof; <br /> <br />The Issuer is desirous that the Bank act as the Paying Agent of the <br />Issuer in paying the principal of and premium (if any) and interest on <br />the Securities, in accordance with the terms thereof, and that the Bank <br />act as Registrar for the Securities; <br /> <br />The Issuer has duly authorized the execution and delivery of this <br />Agreement; and all things necessary to make this Agreement the valid <br />agreement of 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 /> <br />APPOINTMENT OF BANK AS <br />PAYING AGENT AND REGISTRAR <br /> <br />Section 1.01. <br /> <br />Appointment. <br /> <br />The Issuer hereby appoints the Bank to act as Paying Agent with <br />respect to the Securities, in paying to the Holders of the Securities the <br />principal of and premium (if any) and interest on all or any of the <br />Securities. <br /> <br />The Issuer hereby appoints the Bank as Registrar with respect to the <br />Securities. <br /> <br />TD702/13 <br />