Common use of Book-Entry System Clause in Contracts

Book-Entry System. The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such Bonds, and held in the custody of the Securities Depository. A single certificate will be issued and delivered to the Securities Depository, or a custodian thereof, for the Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bonds. The Issuer, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of the book-entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law. The Trustee and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Issuer, the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold the Bonds all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. The Project Bonds shall be initially issued in the name of “Cede & Co., ,” as nominee for The Depository Trust Company (“DTC”), as the initial Securities Depository and registered owner of such the Project Bonds, and held in the custody of the Securities DepositoryDTC. A single Bond certificate will be issued and delivered to the Securities Depository, or a custodian thereof, for the BondsDTC. The actual purchasers of the Project Bonds (the “Beneficial Owners Owners”) will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository DTC shall continue to serve as securities depository for such the Project Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Project Bonds is to receive, hold or deliver any Bond certificate. The IssuerFor every transfer and exchange of Bonds, the Company Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner’s allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto. Bond certificates are required to be delivered to and registered in the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions name of the Letter of Representations among The Depository Trust Company, Beneficial Owner under the Issuer, the Trustee, the Company and the Remarketing Agent, executed following circumstances: (a) DTC determines to discontinue providing its service with respect to the Bonds. Such a determination may be made at any time by giving 30 days’ notice to the Issuer, the Borrower and the Trustee and discharging its responsibilities with respect thereto under any applicable law; or (b) the Borrower determines to discontinue the system of book-entry transfers through DTC (or a successor securities depository). The Issuer, the TrusteeBorrower and the Trustee will recognize DTC or its nominee as the Bond owner for all purposes, including notices and voting. The Issuer, the Company Trustee and the Remarketing Agent Underwriter may conclusively rely upon on (iA) a certificate of the Securities Depository DTC as to the identity of the Participants participants in the Bookbook-Entry-System entry system, and (iiB) a certificate of any such Participant participants as to the identity of, and the respective principal amount amounts of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-book entry at the Securities DepositoryDTC, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository DTC as to registering or registering transferring the transfer of the book-book entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law. The Trustee and the Issuer, at the direction and expense of the Company Borrower and with the written consent of the Remarketing AgentUnderwriter, may from time to time appoint a successor Securities Depository securities depository and enter into an agreement with such successor Securities Depository securities depository, to establish procedures with respect to the Bonds consistent not inconsistent with current industry practicethe provisions of this Indenture. Any successor Securities Depository securities depository shall be a "“clearing agency" ” registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of Neither the Issuer, the CompanyBorrower, the Trustee nor the Remarketing Agent Underwriter (except and only to the extent it is also a participant in the book-entry system) will have any responsibility or obligation to any Securities DepositoryDTC, any Participants participant in the Bookbook-Entry System entry system or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository DTC or any Participant; participant, (ii) the payment by the Securities Depository DTC or by any Participant participant of any amount due to any Beneficial Owner in with respect of to the principal amount or redemption or purchase price ofor, the premium or interest on, any Bonds; Bond, (iii) the delivery of any notice by the Securities Depository DTC or any Participant; participant, (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; , or (v) any other action taken by the Securities Depository DTC or any Participantparticipant. Notwithstanding anything in this Indenture to the contrary, the Issuer and the Trustee hereby agree as follows with respect to the Bonds, if and to the extent any Bond certificates are required to be delivered to and is registered in the name of “Cede & Co.” as nominee of DTC: (i) the Beneficial OwnerTrustee shall give DTC all special notices required by the Representation Letter at the times, under in the following circumstances: forms and by the means required by the Representation Letter; (aii) The Securities Depository determines the Trustee shall make payments to discontinue providing its service with respect Cede & Co. at the times and by the means specified in the Representations Letter; (iii) Cede & Co., shall not be required to surrender Bonds which have been partially paid or prepaid to the extent permitted by the Representation Letter; and (iv) the Trustee shall set a special record date (and shall notify the registered owners of the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at thereof in writing) prior to soliciting any time by giving 30 days' Bondholder consent or vote, such notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. be given not less than 15 calendar days prior to such record date (b) The Company determines not to continue the Book-Entry System through any Bond transferred by a Securities Depository. The Trustee is hereby authorized to make such changes registered owner subsequent to the form establishment of bond the special record date and prior to obtaining such consent or vote shall have attached hereto as Exhibit A which are necessary or appropriate to reflect that it a copy of the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant notice to Section 13.03 hereofBondholders by the Trustee). If at any time, the Securities Depository time DTC ceases to hold the Bonds Bonds, all references herein to the Securities Depository DTC shall be of no further force or and effect.

Book-Entry System. The Upon the initial issuance and delivery of the Bonds, the Bonds shall be initially issued in the name of Cede & Co.the Securities Depository or its nominee, as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such the Bonds, and held in the custody of the Securities DepositoryDepository or its designee. A single certificate (or such number of certificates required by the procedures of the Securities Depository) will be issued and delivered to the Securities Depository, Depository (or a custodian thereof, its designee) for the Bonds. The , and the Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds Owner for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bondsnotices. The Issuer, the TrusteeCompany, the Company Trustee and the Remarketing Agent may rely conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-Entry System with respect to the Bonds and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial OwnersOwners of the Bonds. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a bookBook-entry Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. The Trustee Except as otherwise specifically provided in this Indenture and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures Bonds with respect to the Bonds consistent with current industry practice. Any successor rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the Issuer, the Trustee, the Remarketing Agent and the Company may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of (i) payment of the principal or Purchase Price of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Trustee, the Remarketing Agent nor the Company shall be a "clearing agency" registered under Section 17A of affected by any notice to the Securities Exchange Act of 1934, as amendedcontrary. None of the Issuer, the Company, the Trustee nor or the Remarketing Agent will have any responsibility or obligation obligations to any the Securities Depository, any Participants in Participant, any Beneficial Owner or any other person which is not shown on the Book-Entry System or the Beneficial Owners Bond Register, 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price Purchase Price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of (as that phrase is used in the Uniform Commercial Code as adopted in Louisiana) the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. The Book-Entry System may be discontinued by the Trustee and the Issuer, at the direction and expense of the Company, and the Issuer and the Trustee will cause the delivery of Bond certificates to such Beneficial OwnerOwners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described aboveappointed. Such a determination may be made at any time by giving 30 days' ’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The In the event the Book-Entry System is discontinued, the Trustee is hereby authorized to make such changes shall mail a notice to the form Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of bond attached hereto as Exhibit A this Indenture which are necessary or appropriate to reflect that govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold the Bonds all references herein to the Securities Depository shall be of no further force or effecteffect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds if the Trustee receives an opinion of Bond Counsel that determines that use of the Book-Entry System would cause the interest on the Bonds to be included in gross income of the Owners for federal income tax purposes.

Book-Entry System. (a) DTC will act as the initial Securities Depository for the Bonds. The Bonds shall be initially issued in the form of a single fully registered Bond registered in the name of Cede & Co., as nominee for The Depository Trust Company DTC, as Registered Owner of the initial Securities Depository and registered owner of such Bonds, and held in the custody of DTC. So long as Cede & Co. is the Securities Depository. A single certificate will be issued Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders of the Bonds shall mean Cede & Co. and delivered to shall not mean the beneficial owners of the Bonds. (b) While DTC is the Securities Depository, or the ownership interest of each of the beneficial owners of the Bonds will be recorded through the records of a custodian thereof, for the BondsDTC Participant. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such Bonds as provided herein, all transfers Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co. will be accompanied by book entries made by bookDTC and, in turn, by the DTC Participants who act on behalf of the beneficial owners of the Bonds. (c) With respect to Bonds registered in the name of the Securities Depository, the Issuer, the Bond Registrar, the Paying Agent, any co-entry only paying agent and the Trustee shall have no responsibility or obligation to any Person on behalf of whom such Securities Depository holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer, the Bond Registrar, the Paying Agent, any co-paying agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial Depository with respect to any ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for interest in the Bonds, (ii) the delivery to meet any Person, other than a Bondholder, as shown on the requirements Bond Register, of The Depository Trust Company any notice with respect to required notices and the Bonds, including any notice of redemption, or (iii) the payment to any Person, other than a Registered Owner, as shown in the Bond Register of any amount with respect to principal of, premium, if any, or interest on, the Bonds. (d) Notwithstanding any other provisions of this Indenture to the Letter of Representations among The Depository Trust Companycontrary, the Issuer, the TrusteeBond Registrar, the Company Paying Agent, any co-paying agent and the Remarketing AgentTrustee shall be entitled to treat and consider the Person in whose name each Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of payment of principal, executed premium, if any, and interest with respect to such Bond, for the Bondspurpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the Bond Register as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, the Trustee, Bonds to the Company and the Remarketing Agent may conclusively rely upon (i) a certificate extent of the Securities Depository sum or sums so paid. (e) No Person other than a Registered Owner, as to shown in the identity Bond Register, shall receive a Bond certificate evidencing the obligation of the Participants Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture. (f) Except in the Book-Entry-System and (ii) a certificate case of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in this Indenture of holding, delivering payment upon maturity or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of redemption if the book-entry to produce the same system is not in effect. Any , any provision hereof of this Indenture permitting or requiring the delivery of Bonds shall, while the Bonds are book-entry system is in a Book-Entry Systemeffect, be satisfied by the notation on the books of the Securities Depository, of the transfer of the beneficial owner's interest in such Bond. (g) So long as the book-entry system is in effect, the Trustee, the Paying Agent, any co-paying agent and the Bond Registrar shall comply with the terms of the DTC Letter. (h) The Securities Depository may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the beneficial owners of the Bonds, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, to the Issuer and the Trustee. If there is no successor Securities Depository appointed by the Issuer, the Trustee, based solely upon information provided to it in accordance with applicable lawwriting by the Securities Depository, which shall include, without limitation, the name, address of record and taxpayer identification number of each such beneficial owner of the Bonds, shall authenticate and deliver Bonds to the beneficial owners thereof. The In the event that the Company determines that the Securities Depository is incapable of discharging its responsibilities described herein or in any agreement among the Issuer, the Trustee and the Securities Depository, the Issuer, at the direction and expense of the Company and with the consent of the Remarketing AgentCompany, may from time to time shall (i) appoint a successor Securities Depository and enter into an agreement with securities depository, qualified to act as such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A 17(a) of the Securities Exchange Act of 1934, as amended. None , notify the Securities Depository of the Issuerappointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify the Securities Depository and the beneficial owners, identified by the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants of the availability through the Securities Depository of Bonds and transfer one or more separate Bonds to the beneficial owners, identified in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records maintained writing by the Securities Depository or any Participant; (ii) as having Bonds credited to their accounts. In such event, the payment by Bonds shall no longer be restricted to being registered in the Bond Register in the name of the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price ofDepository, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to but may be delivered to and registered in the name of the Beneficial Ownersuccessor securities depository, under or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the following circumstances: (a) The Securities Depository determines to discontinue providing its service provisions of this Indenture. Upon the written consent of 100% of the beneficial owners of the Bonds, the Trustee, in accordance with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' notice to agreement among the Issuer, the Company Trustee, and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes , shall withdraw the Bonds from the Securities Depository, and authenticate and deliver Bonds fully registered to the form assignees of bond attached hereto as Exhibit A which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold or its nominee. If the Bonds all references herein to request for such withdrawal is not the Securities Depository result of any Issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of no further force or effectprinting, preparing and delivering such Bonds) of the Persons requesting such withdrawal, authentication and delivery.

Book-Entry System. The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such Bonds, and held in the custody of the Securities Depository. A single certificate will be issued and delivered to the Securities Depository, or a custodian thereof, for the Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The IssuerAuthority, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer Authority and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the any Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to to, or any Blanket Letter of Representations applicable to, the Bonds. The IssuerAuthority, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in this Indenture Agreement of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of the book-entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law. The Trustee and the IssuerAuthority, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "“clearing agency" ” registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the IssuerAuthority, the Company, the Trustee Trustee, any Broker-Dealer nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under Owner if the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' ’ notice to the IssuerAuthority, the Company Company, the Auction Agent, the Remarketing Agent and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A B which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof11.14. If at any time, the Securities Depository ceases to hold the Bonds Bonds, all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company DTC, as the initial Securities Depository and registered owner of such the Bonds, and held in the custody of DTC. The Issuer and the Securities DepositoryTrustee acknowledge that they have executed and delivered a Letter of Representations with DTC, a copy of which is attached hereto as Exhibit B and made a part hereof, and that the terms and provisions of said Letter of Representations shall govern in the event of any inconsistency between the provisions of this Indenture and said Letter of Representations. A single Bond certificate will be initially issued and delivered to DTC; however, upon any Tax Exempt Conversion Date a Bond certificate representing the Securities Depository, or a custodian thereof, for the BondsBonds so converted shall be delivered to DTC. The owners of beneficial interest in the Bonds (the "Beneficial Owners Owners") will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository DTC shall continue to serve as securities depository for such the Bonds as provided herein, all transfers of beneficial ownership interests interest will be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Paying Agent, executed with respect to the Bonds. The Issuer, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate shall have no responsibility or liability for transfers of the Securities Depository as to the identity of the Participants beneficial ownership interest in the Book-Entry-System Bonds. For every transfer and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term exchange of the Bonds, the beneficial ownership thereof is determined by Beneficial Owner may be charged a book-entry at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified sum sufficient to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of the book-entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law. The Trustee and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with cover such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Issuer, the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy Owner's allocable share of any records maintained by the Securities Depository tax, fee or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner other governmental charge that may be imposed in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participantrelation thereto. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under the following circumstances: (a) The Securities Depository DTC determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described aboveBonds. Such a determination may be made at any time by giving 30 days' notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue that continuation of the Booksystem of book-Entry System entry transfer through DTC (or a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A which are necessary or appropriate to reflect that the Book-Entry System successor securities depository) is not in the best interest of the Company. In the event that Bond certificates are required to be issued to Beneficial Owners, the Trustee, the Company, the Paying Agent, the Issuer and the Remarketing Agent shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Bonds held by such Beneficial Owners. The Issuer, the Company, the Paying Agent and the Trustee win recognize DTC or its nominee as the Bondholder for all purposes, including notices and voting. With respect to Bonds registered in the name of DTC or its nominee, the Issuer, the Trustee and the Paying Agent shall be entitled to treat the person in whose name any Bond is registered in the Register as the absolute owner of such Bond for all purposes of this Indenture, and neither the Issuer, the Trustee nor the Paying Agent shall have any responsibility or obligation with respect to (a) the accuracy of the records of DTC, its nominee, or any other person with respect to any ownership interest in the Bonds, (b) the delivery to any person, other than an Owner as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption or refunding, (c) the selection of the particular Bonds or portions thereof to be redeemed in the event of a partial redemption or refunding of part of the Bonds outstanding or (d) the payment to any person, other than an Owner as shown in the Register, of any amount with respect to the principal of, redemption premium, if any, purchase price or interest on the Bonds. Notwithstanding any other provision of this Indenture to the contrary, so long as DTC is acting in such capacity with respect to the Bonds, interest on the Bonds and all notices with respect to the Bonds, including any notices of redemption or refunding of all or part of the Bonds, shall be made and given, respectively, at the times, in the manner and in accordance with the Letter of Representations. Whenever during the term of the Bonds the beneficial ownership thereof is determined by a book entry at DTC, the requirements of this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository time DTC ceases to hold the Bonds Bonds, all references herein hereto to the Securities Depository DTC shall be of no further force or effect. A successor to DTC may be authorized by the Issuer and the Company without the consent of the Registered Owners or the use of a Supplemental Indenture.

Book-Entry System. The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such Bonds, and held in the custody of the Securities Depository. A single certificate will be issued and delivered to the Securities Depository, or a custodian thereof, for the Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The IssuerAuthority, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer Authority and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the any Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to to, or any Blanket Letter of Representations applicable to, the Bonds. The IssuerAuthority, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in this Indenture Agreement of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of the book-entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law. The Trustee and the IssuerAuthority, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "“clearing agency" ” registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the IssuerAuthority, the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price Purchase Price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under Owner if the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' ’ notice to the IssuerAuthority, the Company Company, the Remarketing Agent and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A B which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof11.14. If at any time, the Securities Depository ceases to hold the Bonds Bonds, all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. The Upon the initial issuance and delivery of the Bonds, the Bonds shall be initially issued in the name of Cede & Co.the Securities Depository or its nominee, as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such the Bonds, and held in the custody of the Securities DepositoryDepository or its designee. A single certificate (or such number of certificates required by the procedures of the Securities Depository) will be issued and delivered to the Securities Depository, Depository (or a custodian thereof, its designee) for the Bonds. The , and the Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds Owner for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bondsnotices. The Issuer, the TrusteeCompany, the Company Trustee and the Remarketing Agent may rely conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-Book‑Entry System with respect to the Bonds and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial OwnersOwners of the Bonds. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a bookBook-entry Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. The Trustee Except as otherwise specifically provided in this Indenture and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures Bonds with respect to the Bonds consistent with current industry practice. Any successor rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the Issuer, the Trustee, the Remarketing Agent and the Company may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of (i) payment of the principal or Purchase Price of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Trustee, the Remarketing Agent nor the Company shall be a "clearing agency" registered under Section 17A of affected by any notice to the Securities Exchange Act of 1934, as amendedcontrary. None of the Issuer, the Company, the Trustee nor or the Remarketing Agent will have any responsibility or obligation obligations to any the Securities Depository, any Participants in Participant, any Beneficial Owner or any other person which is not shown on the Book-Entry System or the Beneficial Owners Bond Register, 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price Purchase Price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of (as that phrase is used in the Uniform Commercial Code as adopted in Louisiana) the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. The Book-Entry System may be discontinued by the Trustee and the Issuer, at the direction and expense of the Company, and the Issuer and the Trustee will cause the delivery of Bond certificates to such Beneficial OwnerOwners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described aboveappointed. Such a determination may be made at any time by giving 30 days' ’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The In the event the Book-Entry System is discontinued, the Trustee is hereby authorized to make such changes shall mail a notice to the form Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of bond attached hereto as Exhibit A this Indenture which are necessary or appropriate to reflect that govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold the Bonds all references herein to the Securities Depository shall be of no further force or effect.effect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds if the Trustee receives an opinion of Bond Counsel that determines that use of the Book-Entry System would cause the interest on the Bonds to be included in gross income of the Owners for federal income tax purposes. ARTICLE III

Book-Entry System. The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such Bonds, and held in the custody of the Securities Depository. A single certificate will be issued and delivered to the Securities Depository, or a custodian thereof, for the each series of Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The IssuerAuthority, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices and voting. The Issuer Authority and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the any Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to to, or any Blanket Letter of Representations applicable to, the Bonds. The IssuerAuthority, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in this Indenture Agreement of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of the book-entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable law. The Trustee and the IssuerAuthority, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "“clearing agency" ” registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the IssuerAuthority, the Company, the Trustee Trustee, any Broker-Dealer nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under Owner if the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' ’ notice to the IssuerAuthority, the Company Company, the Auction Agent, the Remarketing Agent and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A B which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof11.14. If at any time, the Securities Depository ceases to hold the Bonds Bonds, all references herein to the Securities Depository shall be of no further force or effect.

Book-Entry System. The Series 1997 Bonds shall be initially issued registered in the name of Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such BondsDepository, and held in the custody of the Securities Depository. A single certificate will shall be issued and delivered to the Securities Depository, or a custodian thereof, Depository for the Series 1997 Bonds. The Beneficial Owners actual purchasers of the Series 1997 Bonds (the "BENEFICIAL OWNERS") will not receive physical delivery of Series 1997 Bond certificates except as provided herein. For so So long as the there exists a Securities Depository shall continue to serve as securities depository for such Bonds as provided herein, all transfers of beneficial ownership interests will in the Series 1997 Bonds shall be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party person purchasing, selling or otherwise transferring beneficial ownership of such interests in the Series 1997 Bonds is will be permitted to receive, hold or deliver any Series 1997 Bond certificate. The IssuerCity, the Company and the Trustee will recognize shall treat the Securities Depository or its nominee as the Bondholder sole and exclusive Owner of such Series 1997 Bonds for all purposes, including paymentpayments of principal of, premium, if any, and interest on the Bonds, notices and voting. The Issuer City and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Series 1997 Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Companyexecuted by the City, the Issuer, the Trustee, the Company Trustee and the Remarketing Agent, executed Agent with respect to the Series 1997 Bonds. The IssuerCity, the Trustee, the Company Trustee and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-Entry System with respect to the Series 1997 Bonds and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, Whenever Series 1997 Bonds remain Outstanding and the beneficial ownership thereof is must be determined by a book-entry at the books of the Securities Depository, the requirements in this Indenture of for holding, delivering delivering, tendering or transferring Series 1997 Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as with respect to registering or registering the transfer of the book-entry such actions to produce the same effect. Any provision hereof permitting or requiring delivery of Series 1997 Bonds shall, while the Series 1997 Bonds are in a the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. The Trustee and the IssuerCity, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an any agreement with such successor Securities Depository to establish procedures with respect to the Series 1997 Bonds consistent not inconsistent with current industry practicethe provisions of this Indenture. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the IssuerCity, the Company, the Trustee nor and the Remarketing Agent will shall have any responsibility or obligation to any Securities Depository, any Participants Participant in the Book-Entry System or the Beneficial Owners 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount (including premium) or redemption or purchase price of, or interest on, any Series 1997 Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Series 1997 Bonds; or (v) any other action taken by the Securities Depository or any ParticipantParticipant in connection with the Series 1997 Bonds. Series 1997 Bond certificates are required to shall be delivered to and registered in the name of the Beneficial Owner, Owners only under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Series 1997 Bonds and no successor Securities Depository is appointed as described above. Such a determination may be made at any time by giving 30 days' reasonable notice to the Issuer, the Company and City or the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a any Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, time the Securities Depository ceases to hold the Bonds Series 1997 Bonds, all references herein to the Securities Depository shall be of no further force or effect. A supplemental indenture authorizing Additional Bonds need not provide for the same securities depository or any securities depository.

Book-Entry System. (a) The Bonds shall be initially issued pursuant to a Book-Entry System administered by the Securities Depository with no physical distribution of Bond certificates to be made except as provided in this Section. Any provision of this Indenture or the Bonds requiring physical delivery of the Bonds shall, with respect to any Bonds held under the Book-Entry System, be deemed to be satisfied by a notation on the registration books maintained by the Trustee that such Bonds are subject to the Book-Entry System. (b) So long as a Book-Entry System is being used, one Bond in the aggregate principal amount of the Bonds and registered in the name of Cede & Co., as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such Bonds, and held in the custody of the Securities Depository. A single certificate Nominee will be issued and delivered to the Securities Depository, or a custodian thereof, for the Bonds. The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as deposited with the Securities Depository shall continue to serve as securities depository for such be held in its custody. The Book-Entry System will be maintained by the Securities Depository and the Participants and Indirect Participants and will evidence beneficial ownership of the Bonds as provided hereinin Authorized Denominations, all with transfers of beneficial ownership interests will be made by book-entry only effected on the records of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company Participants and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds for all purposes, including payment, notices Indirect Participants pursuant to rules and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bonds. The Issuer, the Trustee, the Company and the Remarketing Agent may conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-System and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined procedures established by a book-entry at the Securities Depository, the requirements in this Indenture Participants and the Indirect Participants. The principal or purchase price of holdingand any premium on, delivering or transferring Bonds each Bond shall be deemed modified payable to require the appropriate person to meet the requirements of the Securities Depository as to registering Nominee or registering the transfer of the book-entry to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation any other person appearing on the registration books of the Securities Depository in accordance with applicable law. The Trustee and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures with respect to the Bonds consistent with current industry practice. Any successor Securities Depository shall be a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934, as amended. None of the Issuer, the Company, the Trustee nor the Remarketing Agent will have any responsibility or obligation to any Securities Depository, any Participants in the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records maintained by the Securities Depository Trustee as the registered holder of such Bond or any Participant; (ii) the payment by the Securities Depository his registered assigns or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any other action taken by the Securities Depository or any Participantlegal representative. Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed So long as described above. Such a determination may be made at any time by giving 30 days' notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The Trustee is hereby authorized to make such changes to the form of bond attached hereto as Exhibit A which are necessary or appropriate to reflect that the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold will be recognized as the Holder of the Bonds for all references herein purposes. Transfers of principal, purchase price, interest and any premium payments or notices to Participants and Indirect Participants will be the responsibility of the Securities Depository, and transfers of principal, purchase price, interest and any premium payments or notices to Beneficial owners will be the responsibility of the Participants and the Indirect Participants. No other party will be responsible or liable for such transfers of payments or notices or for maintaining, supervising or reviewing such records maintained by the Securities Depository, the Participants or the Indirect Participants. While the Securities Depository Nominee or the Securities depository, as the case may be, is the Owner of the Bonds, notwithstanding any other provisions set forth in this Indenture, payments of principal or purchase price of, redemption premium, if any, and interest on the Bonds shall be made to the Securities Depository Nominee or the Securities Depository, as the case may be, by wire transfer in immediately available funds to the account of such Holder. Without notice to or the consent of the Beneficial Owners, the Trustee, with the Company's consent, and the Securities Depository may agree in writing to make payments of principal, redemption price or purchase price and interest in a manner different from that set out herein. In such event, the Trustee shall be of no further force or effectmake payments with respect to the Bonds in such manner as if set forth herein.

Book-Entry System. The Upon the initial issuance and delivery of the Bonds, the Bonds shall be initially issued in the name of Cede & Co.the Securities Depository or its nominee, as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such the Bonds, and held in the custody of the Securities DepositoryDepository or its designee. A single certificate (or such number of certificates required by the procedures of the Securities Depository) will be issued and delivered to the Securities Depository, Depository (or a custodian thereof, its designee) for the Bonds. The , and the Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds Owner for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bondsnotices. The Issuer, the TrusteeCompany, the Company Trustee and the Remarketing Agent may rely conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-Entry System with respect to the Bonds and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial OwnersOwners of the Bonds. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a bookBook-entry Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. The Trustee Except as otherwise specifically provided in this Indenture and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures Bonds with respect to the Bonds consistent with current industry practice. Any successor rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the Issuer, the Trustee, the Remarketing Agent and the Company may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of (i) payment of the principal or Purchase Price of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Trustee, the Remarketing Agent nor the Company shall be a "clearing agency" registered under Section 17A of affected by any notice to the Securities Exchange Act of 1934, as amendedcontrary. None of the Issuer, the Company, the Trustee nor or the Remarketing Agent will have any responsibility or obligation obligations to any the Securities Depository, any Participants in Participant, any Beneficial Owner or any other person which is not shown on the Book-Entry System or the Beneficial Owners Bond Register, 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 by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price Purchase Price of, or interest on, any Bonds; , (iii) the delivery of any notice by the Securities Depository or any Participant; , (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; , or (v) any consent given or any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in Louisiana), and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. The Book-Entry System may be discontinued by the Trustee and the Issuer, at the direction and expense of the Company, and the Issuer and the Trustee will cause the delivery of Bond certificates to such Beneficial OwnerOwners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, under the following circumstances: (a) The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described aboveappointed. Such a determination may be made at any time by giving 30 days' ’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines not to continue the Book-Entry System through a Securities Depository. The In the event the Book-Entry System is discontinued, the Trustee is hereby authorized to make such changes shall mail a notice to the form Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of bond attached hereto as Exhibit A this Indenture which are necessary or appropriate to reflect that govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold the Bonds all references herein to the Securities Depository shall be of no further force or effecteffect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds if the Trustee receives an opinion of Bond Counsel that determines that use of the Book-Entry System would cause the interest on the Bonds to be included in gross income of the Owners for federal income tax purposes.

Book-Entry System. The Upon the initial issuance and delivery of the Bonds, the Bonds shall be initially issued in the name of Cede & Co.the Securities Depository or its nominee, as nominee for The Depository Trust Company as the initial Securities Depository and registered owner of such the Bonds, and held in the custody of the Securities DepositoryDepository or its designee. A single certificate (or such number of certificates required by the procedures of the Securities Depository) will be issued and delivered to the Securities Depository, Depository (or a custodian thereof, its designee) for the Bonds. The , and the Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein. For so long as the Securities Depository shall continue to serve as securities depository for such the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only on the records of the Securities Depositoryonly, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Bonds is to receive, hold or deliver any Bond certificate. The Issuer, the Company and the Trustee will recognize the Securities Depository or its nominee as the Bondholder of such Bonds Owner for all purposes, including payment, notices and voting. The Issuer and the Trustee covenant and agree, so long as The Depository Trust Company shall continue to serve as Securities Depository for the Bonds, to meet the requirements of The Depository Trust Company with respect to required notices and other provisions of the Letter of Representations among The Depository Trust Company, the Issuer, the Trustee, the Company and the Remarketing Agent, executed with respect to the Bondsnotices. The Issuer, the TrusteeCompany, the Company Trustee and the Remarketing Agent may rely conclusively rely upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry-Entry System with respect to the Bonds and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial OwnersOwners of the Bonds. Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry Book- Entry System at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or registering the transfer of transferring the book-entry Bonds to produce the same effect. Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a the Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with applicable state law. The Trustee Except as otherwise specifically provided in this Indenture and the Issuer, at the direction and expense of the Company and with the consent of the Remarketing Agent, may from time to time appoint a successor Securities Depository and enter into an agreement with such successor Securities Depository to establish procedures Bonds with respect to the Bonds consistent with current industry practice. Any successor rights of Participants and Beneficial Owners, when a Book-Entry System is in effect, the Issuer, the Trustee, the Remarketing Agent and the Company may treat the Securities Depository (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of (i) payment of the principal or Purchase Price of, premium, if any, and interest on the Bonds or portion thereof to be redeemed or purchased, (ii) giving any notice permitted or required to be given to Owners under this Indenture, and (iii) the giving of any direction or consent or the making of any request by the Owners hereunder, and none of the Issuer, the Trustee, the Remarketing Agent nor the Company shall be a "clearing agency" registered under Section 17A of affected by any notice to the Securities Exchange Act of 1934, as amendedcontrary. None of the Issuer, the Company, the Trustee nor or the Remarketing Agent will have any responsibility or obligation obligations to any the Securities Depository, any Participants in Participant, any Beneficial Owner or any other person which is not shown on the Book-Entry System or the Beneficial Owners Bond Register, with respect to (i) the i)the accuracy of any records maintained by the Securities Depository or any Participant; (ii) the payment by the Securities Depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption or purchase price Purchase Price of, or interest on, any Bonds; (iii) the delivery of any notice by the Securities Depository or any Participant; (iv) the selection of the Participants or the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (v) any consent given or any other action taken by the Securities Depository or any Participant. Bond certificates are required to be delivered to The Trustee shall pay all principal of, premium, if any, and interest on the Bonds registered in the name of a nominee of the Securities Depository only to or “upon the order of’ (as that phrase is used in the Uniform Commercial Code as adopted in Louisiana) the Securities Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Company’s obligations with respect to the principal of, premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. The Book-Entry System may be discontinued by the Trustee and the Issuer, at the direction and expense of the Company, and the Issuer and the Trustee will cause the delivery of Bond certificates to such Beneficial OwnerOwners of the Bonds and registered in the names of such Beneficial Owners as shall be specified to the Trustee by the Securities Depository in writing, under the following circumstances: (a) The Securities Depository determines determined to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described aboveappointed. Such a determination may be made at any time by giving 30 days' ’ notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law. (b) The Company determines determined not to continue the Book-Entry System through a Securities Depository. The In the event the Book-Entry System is discontinued, the Trustee is hereby authorized to make such changes shall mail a notice to the form Securities Depository for distribution to the Beneficial Owners stating that the Securities Depository will no longer serve as securities depository, the procedures for obtaining Bonds and the provisions of bond attached hereto as Exhibit A this Indenture which are necessary or appropriate to reflect that govern the Bonds, including, but not limited to, provisions regarding authorized denominations, transfer and exchange, principal and interest payment and other related matters. When the Book-Entry System is not in effect, that a successor Securities Depository has been appointed or that an additional or co-paying agent or tender agent has been designated pursuant to Section 13.03 hereof. If at any time, the Securities Depository ceases to hold the Bonds all references herein to the Securities Depository shall be of no further force or effect.effect and the Trustee shall, at the expense of the Company, issue Bonds directly to the Beneficial Owners. The Trustee reserves the right to initially issue the Bonds directly to the Beneficial Owners of the Bonds if the Trustee receives an opinion of Bond Counsel that determined that use of the Book-Entry System would cause the interest on the Bonds to be included in gross income of the Owners for federal income tax purposes. ARTICLE III