03-10-10 Regular Meeting of the La Porte Area Water Authority

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SECTION 2.8. Securities Depository, Appointment of DTC. A. The Bonds may be registered under a Book Entry System maintained by a Securities Depository. Notwithstanding any inconsistent provisions of this Resolution to the contrary, the provisions of this section shall govern with respect to the Bonds at any time such Bonds are issued and Outstanding in Book Entry Form. When used in this Section 2.8, the following terms shall have the following meanings: "Book Entry Form" or "Book Entry System" shall mean a form or system, as applicable, under which (1) the ownership of beneficial interests in the Bonds may be transferred only through a book entry and (2) physical bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as registered Owner, with the physical bond certificates held in the custody of the Securities Depository . "Securities Depository" shall mean any securities depository that (1) is a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934, as amended, operating and maintaining, with its participants or otherwise, a Book Entry System of record ownership of beneficial interests in the Bonds and (2) effects transfers of the Bonds, in Book Entry Form. B. Under the Book Entry System, the Bonds shall be issued in the form of a single, fully registered, and immobilized bond certificate for each Stated Maturity of principal of the Bonds, the aggregate principal amount of which equals the aggregate principal amount of the Bonds. Upon adoption of the Book Entry System, the ownership of the Bonds shall be registered in the Bond Register in the name of any nominee of the Securities Depository and shall be held in the custody of the Securities Depository. The Bonds shall be issued under the Book Entry System, with the initial Bond registered in the name of the initial purchaser thereof and thereafter, except as provided herein, the ownership of the Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which shall serve as the initial Securities Depository for the Bonds. Ownership of beneficial interests in the Bonds shall be shown by book entry on the system maintained and operated by the Securities Depository and its participants and indirect participants (such participants and indirect participants being collectively referred to as the "Participants"), and transfers of ownership of beneficial interests shall be made only by the Securities Depository and its Participants by book entry, and the Authority and the Paying Agent shall have no responsibility therefor. The Securities Depository will be required to maintain records of the positions of Participants in the Bonds, and the Participants and persons acting through Participants will be required to maintain records of the purchasers of beneficial interests in the Bonds (the "Beneficial Owners"). Except as provided in paragraph (I) of this section, the Bonds as such shall not be transferable or exchangeable, except for transfer to another Securities Depository or to another nominee of a Securities Depository. No person other than the Securities Depository or its nominee shall be entitled to receive from the Authority or the Paying Agent/Registrar any bond certificate or other evidence of ownership of the Bonds, or any payment in respect thereof, unless the initial Securities Depository or its nominee (or a successor Securities Depository or its nominee) shall transfer record ownership of all or any portion of the ]3 HOU:3003369.1