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<br /> PAYING AGENT/REGISTRAR AGREEMENT <br /> THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this <br /> "Agreement") is by and between the CITY OF SAN MARCOS, TEXAS (the <br /> "Issuer"), and AMERITRUST TEXAS, N .A., Austin, Texas ("AMERITRUST"), <br /> duly organized and existing under the laws of the United States of <br /> America. <br /> WHEREAS, the Issuer has duly authorized and provided for the <br /> issuance of its General Obligation Bonds, Series 1991 (the <br /> "Obligations") in an aggregate principal amount of $3,595,000 to be <br /> issued as registered securities 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. Ol. Appointment. <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 1. 02. Compensation. <br /> (a) As compensation for AMERITRUST's services as Paying <br /> Agent/Registrar, the Issuer hereby agrees to pay AMERITRUST the fees <br />