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

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Participants for recording and transferring the ownership of beneficial interest in each of such Bonds. F. The Authority and the Paying Agent/Registrar may treat the Securities Depository (or its nominee) as the sole and exclusive registered owner of the Bonds registered in its name for the purposes of payment of the principal of and interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Registered Owners under this Resolution, registering the transfer of Bonds, obtaining any consent or other action to be taken by Registered Owners and for all other purposes whatsoever; and the Authority and the Paying Agent/Registrar shall not be affected by any notice to the contrary. G. So long as the Bonds or any portion thereof are registered in the name of the Securities Depository or any nominee thereof, all notices required or permitted to be given to the Registered Owners of such Bonds under this Resolution shall be given to the Securities Depository. In connection with any notice or other communication to be provided to Registered Owners pursuant to this Resolution by the Authority and the Paying Agent/Registrar with respect to any consent or other action to be taken by Registered Owners, the Securities Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the Authority or the Paying Agent/Registrar may establish a Special Record Date for such consent or other action. The Authority or the Paying Agent/Registrar shall give the Securities Depository notice of such Special Record Date not less than 15 calendar days in advance of such Special Record Date to the extent possible. H. Any successor Paying Agent/Registrar, in its written acceptance of its duties under this Resolution, shall agree to take any actions necessary from time to time to comply with the requirements of such Securities Depository. I. The Authority may elect to replace The Depository Trust Company as the Securities Depository. The Securities Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable written notice to the Paying Agent/Registrar and the Authority and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is not a successor Securities Depository), bond certificates will be delivered to the Beneficial Owners as described in this Resolution and the provisions of this Resolution with regard to issuance, transfer, and exchange of bond certificates shall apply. The Authority in its sole discretion and without the consent of any other person, may terminate the services of the Securities Depository with respect to the Bonds if the Authority determines that: (1) the Securities Depository is unable to discharge its responsibilities with respect to the Bonds; or (2) a continuation of the requirement that all of the Bonds be registered in the Bond Register in the name of the Securities Depository (or its nominee) is not in the best interest of the Beneficial Owners. In the event that no substitute Securities Depository is found by the Authority or restricted registration is no longer in effect, bond certificates will be delivered, and the transfer and exchange thereof shall be governed, as described in this Resolution. Upon the termination of the services of the Securities Depository with respect to the Bonds pursuant to this Subparagraph (I), after which no successor Securities Depository willing to undertake in the functions of the Securities Depository hereunder can be found which, in the opinion of the Authority, is willing and able to undertake such functions upon reasonable and 15 HOU:3003369.1