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<br /> - I 7-f//ff <br /> PA YING AGENT/REGISTRAR AGREEMENT <br /> THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this "Agreement") is by and <br /> between the City of San Marcos (the "Issuer") and Texas Commerce Bank National Association, (the <br /> "Bank"), a national banking association duly organized and existing under the laws of the United States <br /> of America. <br /> WHEREAS, the Issuer has duly authorized and provided for the issuance of its City of San <br /> Marcos, Texas, Waterworks and Sewer System Revenue Bonds, New Series 1994 (the "'Bonds"), to be <br /> issued as registered securities without coupons; <br /> WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in <br /> accordance with their terms, will be taken upon the issuance and delivery thereof; <br /> WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying <br /> the principal, redemption premium, if any, and interest on the Bonds, in accordance with the terms <br /> thereof, and that the Bank act as Registrar for the Bonds; <br /> WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement, and all <br /> things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, <br /> have been done; <br /> NOW, THEREFORE, it is mutually agreed to the following terms: <br /> . <br /> ARTICLE ONE <br /> APPOINTMENT OF BANK AS <br /> PAYING AGENT AND REGISTRAR <br /> Section 1.01. Appointment. (a) The Issuer hereby appoints the Bank to act as Paying Agent with <br /> respect to the Bonds, in paying to (he Owners of the Bonds the principal, redemption premium, if any, <br /> and interest on all or any of the Bonds. <br /> (b) The Issuer hereby appoints the Bank as ,Registrar with respect to the Bonds. <br /> (c) The Bank. hereby accepts its appointment, and agrees to act as, the Paying Agent and <br /> Registrar. <br /> Section 1.02. Compensation. (a) As compensation for the Bank's services as Paying <br /> Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A <br /> hereto for the tÏrst year of this Agreement, or such part thereof as this Agreement shall be in effect, and <br /> thereafter while this Agreement is in effect, unless otherwise provided in Annex A hereto, the fees and <br /> amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar <br /> for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the <br /> Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. <br /> (b) In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable <br /> expenses, disbursements and advances incurred or made by the Bank in accordance with any of the <br /> s.,-"I,~R',v.""'='OOCS',F"'R027 ,",'\47 HBBf <br />