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<br /> PAYING AGENT/REGISTRAR AGREEMENT <br /> THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this <br /> "Agreement") is by and between CITY OF SAN MARCOS, TEXAS (the <br /> "Issuer"), and AMERITRUST TEXAS NATIONAL ASSOCIATION, <br /> ("Ameritrust"), duly organized and existing under the laws of the <br /> United States of America. <br /> WHEREAS, the Issuer has duly authorized and provided for the <br /> issuance of its Waterworks & Sewer System Revenue Bonds, New Series <br /> 1992 (the "Obligations") to be issued as registered securities <br /> without coupons¡ <br /> WHEREAS, all things necessary to make the Obligations the <br /> valid obligations of the Issuer, in accordance with their terms, <br /> will be taken upon the issuance and delivery thereof¡ <br /> WHEREAS, the Issuer is desirous that Ameritrust act as the <br /> Paying Agent of the Issuer in paying the principal, premium (if any) <br /> and interest on the Obligations, in accordance with the terms <br /> thereof, and that Ameritrust act as Registrar for the Obligations¡ <br /> WHEREAS, the Issuer has duly authorized the execution and <br /> delivery of this Agreement¡ and all things necessary to make this <br /> Agreement the valid agreement of the Issuer, in accordance with its <br /> terms, have been done; <br /> NOW, THEREFORE, it is mutually agreed as follows: <br /> ARTICLE ONE <br /> APPOINTMENT OF AMERITRUST AS <br /> PAYING AGENT AND REGISTRAR <br /> Section 1. 01. Appointment. <br /> <br /> (a) The Issuer hereby appoints Ameritrust to act as Paying <br /> Agent with respect to the Obligations, in paying to the registered <br /> owners of the Obligations the principal of and interest on all or <br /> any of the Obligations. <br /> (b) The Issuer hereby appoints Ameritrust as Registrar with <br /> respect to the Obligations. <br /> (c) Ameritrust hereby accepts its appointment, and agrees <br /> to act, as the Paying Agent and Registrar. <br /> Section I.O2. Compensation. <br /> <br /> (a) As compensation for Ameritrust's services as Paying <br /> Agent/Registrar, the Issuer hereby agrees to pay Ameritrust the fees <br />