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

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Bonds on the Bond Register in connection with discontinuing the Book Entry System as provided in Subsection (I) of this section or otherwise. C. With respect to Bonds registered in the Bond Register in the name of the Securities Depository or its nominee, the Authority and the Paying Agent/Registrar shall have no responsibility or obligation to any Participant or to any Beneficial Owner for whom a Participant acquires an interest in the Bonds. NEITHER THE AUTHORITY NOR THE PAYING AGENT/REGISTRAR SHALL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PAYMENT OF PRINCIPAL OF AND INTEREST ON THE BONDS; (iii) THE DELIVERY BY THE SECURITIES DEPOSITORY OR ANY PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO REGISTERED OWNERS UNDER THE TERMS OF THIS ORDINANCE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (v) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE BONDS. NEITHER THE CITY NOR THE PAYING AGENT HAS ANY DIRECT OBLIGATION OR RESPONSIBILITY TO PARTICIPANTS OR BENEFICIAL OWNERS. D. So long as the Bonds or any portions thereof are registered in the name of a Securities Depository or any nominee thereof, all payments of principal of and interest on or redemption price of or the purchase price of such Bonds shall be made only to or upon the order of such Securities Depository on the dates and at the times provided for such payment under this Resolution and at the address indicated for such Securities Depository in the Bond Register kept by the Paying Agent/Registrar by transfer of immediately available funds; provided that the Paying Agent/Registrar has received sufficient funds from the sources described in the Resolution to make such payment. Each such payment to the Securities Depository or its nominee shall be valid and effective to fully satisfy and discharge all liability of the Authority or the Paying Agent/Registrar with respect to the payment of principal of and interest on, and the purchase price of, and the redemption price of the Bonds so registered, to the extent of the sum or sums so paid. In the event of the redemption of less than all of the Bonds outstanding, the Paying Agent/Registrar shall not require surrender by the Securities Depository or its nominee of the Bonds so redeemed and the Securities Depository may retain such Bonds. In the event of partial redemptions of the Bonds, the Securities Depository shall make an appropriate notation on the Bonds as to the amount of such partial redemption; provided that the Securities Depository shall deliver to the Paying Agent/Registrar, upon request, a written confirmation of such partial redemption and thereafter the records maintained by the Paying Agent/Registrar shall be conclusive as to the amount of the Bonds which have been redeemed. The Authority and the Paying Agent/Registrar shall not be liable for the failure of the Securities Depository to properly indicate on the Bonds the payment of such principal or redemption price. E. All transfers of beneficial ownership interests in the Bonds when issued in Book Entry Form shall be effected by procedures promulgated by the Securities Depository with its 14 HOU:3003369.!