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20 PAYING AGENT/REGISTRAR AGREEMENT AGREEMENT entered into as of November 25, , 1985 (this "Agreement"), by and between the Ci tv of San Marcos, TX , (the "Issuer"), and MBank Austin, a national banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS OF THE ISSUER The Issuer has duly authorized and provided for the issuance of its * (the "Securitiesll) in an aggregate princi- pal amount of $ 710,000 to be issued as registered securities without coupons; All things necessary to make the securities the vaHd obligation of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; The Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, premium (if any) and interest on the Securi- ties, in accordance with the terms thereof, and that the Bank act as Regis- trar for the Securities; The Issuer has duly authori zed the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agree- ment of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Secti0n 1.01. Appointment. The Issuer hereby appoints the Bank to act as Payi ng Agent with respect to the Securities, in paying to the holders of the Securities the principal, premium (if any) and interest on all or any of the Securities. The Issuer hereby appoints the Bank as Registrar with respect to the Securities. The Bank hereby accepts its appoi ntment, and agrees to act as, the Paying Agent and Registrar. Sect ion 1. 02. Compensation. * City of San Marcos, Texas Combination Tax and Revenue Refunding Bonds, Series 1985 073210/0001.0.0