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<br />FORM OF REGISTRATION CERTIFICATE OF <br />THE COMPTROLLER OF PUBLIC ACCOUNTS: <br /> <br />COMPTROLLER'S REGISTRATION CERTIFICATE <br />REGISTER NO. <br /> <br />I hereby certify that this Certificate of Obligation has been examined, certified as to validity, and <br />approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been <br />registered by the Comptroller of Public Accounts of the State of Texas. <br /> <br />Witness my signature and seal this <br /> <br />Comptroller of Public Accounts of the State of Texas <br /> <br />(COMPTROLLER'S SEAL) <br /> <br />Section 6. ADDITIONAL CHARACTERISTICS OF THE CERTIFICATES OF <br />OBLIGATION. Registration and Transfer. (a) The Issuer shall keep or cause to be kept at the principal <br />corporate trust office of THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., <br />DALLAS, TEXAS (the "Paying AgentJRegistrar") books or records of the registration and transfer of the <br />Certificates of Obligation (the "Registration Books"), and the Issuer hereby appoints the Paying <br />AgentJRegistrar as its registrar and transfer agent to keep such books or records and make such transfers <br />and registrations under such reasonable regulations as the Issuer and Paying AgentJRegistrar may prescribe; <br />and the Paying AgentJRegistrar shall make such transfers and registrations as herein provided. The Paying <br />AgentJRegistrar shall obtain and record in the Registration Books the address of the registered owner of each <br />Certificate of Obligation to which payments with respect to the Certificates of Obligation shall be mailed, as <br />herein provided; but it shall be the duty of each registered owner to notify the Paying AgentJRegistrar in <br />writing of the address to which payments shall be mailed, and such interest payments shall not be mailed <br />unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during <br />regular business hours of the Paying AgentJRegistrar, but otherwise the Paying AgentJRegistrar shall keep <br />the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by <br />any other entity. Registration of each Certificate of Obligation may be transferred in the Registration Books <br />only upon presentation and surrender of such Certificate of Obligation to the Paying AgentJRegistrar for <br />transfer of registration and cancellation, together with proper written instruments of assignment, in form and <br />with guarantee of signatures satisfactory to the Paying Agent! Registrar, (i) evidencing the assignment of the <br />Certificate of Obligation, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees <br />thereof, and (ii) the right of such assignee or assignees to have the Certificate of Obligation or any such <br />portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of <br />any Certificate of Obligation or any portion thereof, a new substitute Certificate of Obligation or Certificates <br />of Obligation shall be issued in conversion and exchange therefor in the manner herein provided. The Initial <br />Certificate of Obligation, to the extent of the unpaid or unredeemed principal balance thereof, may be assigned <br />and transferred by the initial registered owner thereof once only, and to one or more assignees designated <br />in writing by the initial registered owner thereof. All Certificates of Obligation issued and delivered in <br />conversion of and exchange for the Initial Certificate of Obligation shall be in any denomination or <br />denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each <br />substitute Certificate of Obligation shall have a single stated principal maturity date), shall be in the form <br /> <br />8 <br />