DEFEASANCE AND ESCROW DEPOSIT AGREEMENT

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1 DEFEASANCE AND ESCROW DEPOSIT AGREEMENT 5.1 This DEFEASANCE AND ESCROW DEPOSIT AGREEMENT (the "Agreement"), by and between the CITY OF LAFAYETTE, STATE OF LOUISIANA (the "Issuer"), appearing herein through the hereinafter named officers and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in the City of Baton Rouge, Louisiana, a national banking association organized under the laws of the United States of America and duly authorized to exercise corporate trust powers, as escrow agent (the "Escrow Agent"), appearing herein through the hereinafter named officers, which shall be dated August 21, WITNESSETH: WHEREAS, the Issuer has heretofore duly authorized and issued its Communications System Revenue Bonds, Series 2007, of which $96,855,000 is currently outstanding (the "Series 2007 Bonds"); and WHEREAS, the governing authority of the Issuer has found and determined that the advance refunding of $96,855,000 of the Series 2007 Bonds, which mature November 1, of the years 2015 through 2024, inclusive, November 1, 2027 and November 1, 2031 (the "Refunded Bonds"), would be financially advantageous to the Issuer and would result in debt service savings; and WHEREAS, the Issuer has authorized the issuance of$91,600,000 of its Communications System Revenue Refunding Bonds, Series 2015 (the "Bonds"), for the purpose of refunding the Refunded Bonds, pursuant to an ordinance adopted by the governing authority of the Issuer on March 24, 2015, and supplemented and amended on August 4, 2015 (collectively, the "Bond Ordinance") the Refunded Bonds to be redeemed being described in the Bond Ordinance; and WHEREAS, the Bond Ordinance provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon) and other moneys available to the Issuer shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay the principal of, premium, if any, and interest on the Refunded Bonds as the same mature and become due or are redeemed; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid refunding and thereby reduce annual debt service on the Refunded Bonds, the parties hereto agree as follows: SECTION 1. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund to be known as "City of Lafayette, Communications System Revenue Refunding Bonds, Series 2015 Escrow Fund" (herein called the "Escrow Fund") to be held in trust by the Escrow Agent separate and apart from other funds of the Issuer and the Escrow Agent. Receipt of a true and correct copy of the Bond Ordinance is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein 1

2 of any provision of said Bond Ordinance shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein. SECTION 2. Deposit to Escrow Fund; Application of Moneys. (a) Concurrently with the issuance and delivery of the Bonds, the Issuer will cause to be deposited with the Escrow Agent the sum of $102,113, from the proceeds of the Bonds (the "Bond Proceeds") and a transfer of $4,771, of surplus sinking fund moneys provided by the Issuer (the "Existing Funds"). Such funds will be applied as follows: (i) $101,122, (ii) $4,771, (iii) $990, of Bond Proceeds to the Escrow Fund to purchase the Escrow Obligations (hereinafter defined) described in Schedule A attached hereto; of Existing Funds to the Escrow Fund to purchase the Escrow Obligations described in Schedule A attached hereto; of Bond Proceeds to the Escrow Fund to establish the initial cash deposit therein; and (b) Concurrently with such deposit, the Escrow Agent shall apply the moneys described in (i) and (ii) above to the purchase of the obligations described in Schedule A attached hereto. The obligations listed in Schedule A hereto and any other direct obligations of the United States Government are hereinafter referred to as the "Escrow Obligations." Concurrently with such deposit, the Escrow Agent shall deposit the moneys described in (iii) above in the Escrow Fund and shall hold such moneys uninvested and without liability for interest. All documents evidencing the book entries of the Escrow Obligations shall be held by the Escrow Agent and appropriate evidence thereof shall be furnished by the Escrow Agent to the Issuer. As shown in Schedule B attached hereto, the Escrow Obligations shall mature in principal amounts and pay interest in such amounts and at such times so that sufficient moneys will be available from such Escrow Obligations (together with other moneys on deposit in the Escrow Fund) to pay, as the same mature and become due or are redeemed, the principal of, premium, if any, and interest on the Refunded Bonds as shown on Schedule C. The Issuer, on the basis of a mathematical verification of an independent certified public accountant, has heretofore found and determined that the investments described in said Schedule A are adequate in yield and maturity date in order to provide the necessary moneys together with cash held in Escrow Fund to accomplish the refunding of the Refunded Bonds, as provided in this paragraph (b) and in Schedule C. In the event that, on the date of delivery of the Bonds, there is not delivered to the Escrow Agent any Escrow Obligation described in Schedule A hereto, the Escrow Agent shall accept delivery of cash and/or replacement obligations which are direct, non-callable general obligations of or guaranteed by the United States of America (collectively, "Replacement Obligations") described in paragraph (c) of this Section, in lieu thereof, and shall hold such Replacement Obligations in the Escrow Fund until the Escrow Obligations described in Schedule 2

3 A which were not delivered on the date of delivery of the Bonds are available for delivery. The Escrow Agent shall return to the supplier thereof any Replacement Obligations in exchange for and upon receipt of the Escrow Obligations set forth in Schedule A for which such Replacement Obligations described in such paragraph (c) were substituted. The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund or to make substitutions of the Escrow Obligations held in the Escrow Fund or to hereafter sell, transfer or otherwise dispose of such Escrow Obligations, except as provided in this subparagraph (b) and pursuant to the following subparagraph (c). (c) An obligation shall qualify as a Replacement Obligation or other permitted substitution obligation only if: (i) such Replacement Obligations are in an amount, and/or mature in an amount (including any interest received thereon), which together with any cash or Government Securities substituted for the Escrow Obligations listed in Schedule A hereto is equal to or greater than the amount payable on the maturity date of the Escrow Obligations listed in Schedule A hereto for which the substitution occurred; (ii) such Replacement Obligations mature on or before the next date on which the Government Securities listed in Schedule A hereto which are substituted for will be required for payment of principal of, premium, if any, or interest on the Refunded Bonds; and (iii) the Escrow Agent shall have been provided with (A) a mathematical verification of an independent certified public accountant that the Replacement Obligations are sufficient to pay the principal, interest and premium, if any, of the Refunded Bonds as shown on Schedule C, (B) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted hereunder and has no adverse effect on the exclusion from gross income for federal income tax purposes of interest on the bonds or the Refunded Bonds, and (C) a written approval of the bond insurer, if any, of the substitution. To the extent that the Escrow Obligations mature before the payment dates referred to in Schedule C, the Escrow Agent, at the written direction of the Issuer, may invest for the benefit of the Issuer such cash in other Escrow Obligations, provided that the investment in such other Escrow Obligations mature on or before dates pursuant to Section 4 in such amounts as equal or exceed the Section 5 requirements and that such investment does not cause the Bonds or the Refunded Bonds to be "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, as determined by an opinion of a nationally recognized bond counsel. (d) The Escrow Agent shall collect and receive the interest accruing and payable on the Escrow Obligations and the maturing principal amounts ofthe Escrow Obligations as the same are paid and credit the same to the Escrow Fund, so that the interest on and the principal of the Escrow Obligations and Replacement Obligations, if any, as such are paid, will be available to make the payments required pursuant to Section 5 hereof. 3

4 (e) In the event there is a deficiency in the Escrow Fund, the Escrow Agent shall notify the Issuer of such deficiency, and the Issuer shall immediately remedy such deficiency by paying to the Escrow Agent the amount of such deficiency. The Escrow Agent shall not be liable for any such deficiency, except as may be caused by the Escrow Agent's negligence or willful misconduct. SECTION 3. Deposit to Escrow Fund Irrevocable. The deposit ofthe moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys in trust exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations and Replacement Obligations, if any, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment of the principal of, premium, if any, and interest on the Refunded Bonds as the same mature and become due or are redeemed. Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the Issuer covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the Issuer shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein. SECTION 4. Use of Moneys. The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Escrow Obligations and Replacement Obligations, if any, together with any income or interest earned thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder, or to make substitutions of the Escrow Obligations and Replacement Obligations, if any, held hereunder or to sell, transfer or otherwise dispose of the Escrow Obligations acquired hereunder, except as provided in 2(b) and 2( c) above. The liability of the Escrow Agent for the payment of the amounts to be paid hereunder shall be limited to the principal of and interest on the Escrow Obligations and Replacement Obligations, if any, and cash available for such purposes in the Escrow Fund. Any amounts held as cash in the Escrow Fund shall be held in cash without any investment thereof or liability for interest thereon, not as a time or demand deposit with any banlc, savings and loan or other depository. SECTION 5. Payment of Refunded Bonds. The Escrow Agent shall receive the matured principal of and the interest on the Escrow Obligations and Replacement Obligations, if any, as the same are payable. On or before each interest payment date on the Refunded Bonds, the Escrow Agent shall transmit to the Issuer or the paying agent for the Refunded Bonds in immediately available funds, sufficient amounts for the payment of the interest on the Refunded Bonds due on said date and any principal of and redemption premiums, if any, on the Refunded Bonds due on said date by reason of the redemption of Refunded Bonds, in accordance with Schedule C attached hereto. SECTION 6. Notice of Redemption. The Issuer shall cause a Notice of Redemption of the Refunded Bonds to be sent by the paying agent for the Refunded Bonds, by first class mail, postage prepaid, not less than thirty (30) days prior to the date of redemption of the Refunded bonds to be redeemed to the registered owners thereof as the same appear on the 4

5 registration books maintained by the paying agent. The Issuer will reimburse the Escrow Agent and/or the Paying Agent for the Refunded Bonds for any expenses incurred in connection with this Section from moneys other than those in the Escrow Fund. SECTION 7. Remaining Moneys in Escrow Fund. Upon the retirement of the Refimded Bonds, any amounts remaining in the Escrow Fund shall be paid to the Issuer as its property free and clear of the trust created by the Bond Ordinance and this Agreement. SECTION 8. Rights of Owners of Refunded Bonds. The Escrow Fund created hereby shall be irrevocable and the owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys and Escrow Obligations in the Escrow Fund until paid out, used and applied in accordance with this Agreement. SECTION 9. Fees and Rights of Escrow Agent. In consideration ofthe services rendered by the Escrow Agent under this Agreement, the Issuer shall pay to the Escrow Agent its reasonable fees and expenses for the entire term of this Agreement, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 9. Notwithstanding anything in this Agreement to the contrary, if the Escrow Agent is required by a governmental agency or court proceeding initiated by a third party to undertake efforts beyond that which is set forth herein but related thereto (other than due to the Escrow Agent's negligence or willful misconduct), the Escrow Agent shall notify the Issuer of the same in writing and the Issuer shall promptly pay the Escrow Agent for such extraordinary fees, cost and expenses reasonably and necessarily incurred in connection therewith. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys and securities deposited therein, the purchase of those Escrow Obligations listed in Schedule A, the retention of the Escrow Obligations or the proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties. SECTION 10. Enforcement. The Issuer, the paying agent for the Refunded Bonds and the owners of the Refimded Bonds and the Insurer, if any, shall each have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof. SECTION 11. Records and Reports. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrow Obligations and Replacement Obligations, if any, deposited to the Escrow Fund and all proceeds thereof. With respect to each investment of the proceeds of Escrow Obligations, the Escrow Agent shall record, to the extent applicable, the purchase price of such investment, its fair market value, its coupon 5

6 rate, its yield to maturity, the frequency of its interest payment, its disposition price, the accrued interest due on its disposition date and its disposition date upon prior written notice to the Escrow Agent. Such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Bonds and the Refunded Bonds. SECTION 12. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors shall resign or be removed or should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of escrow agent hereunder. In such event the Issuer, by appropriate order, and with the prior written consent of the Issuer, shall promptly and not later than 60 days after such event appoint an escrow agent to fill such vacancy. Any successor escrow agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor escrow agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor escrow agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor escrow agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor escrow agent a proportional part ofthe Escrow Agent's fee hereunder. The Escrow Agent may resign at any time by an instrument or concurrent instrument in writing delivered to the Issuer by the Escrow Agent. If no successor Escrow Agent shall have been appointed and accepted appointment within sixty ( 60) days of such resignation or removal, the Escrow Agent or any owner of the Refunded Bonds may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent until a successor shall have been appointed as above provided. SECTION 13. Amendments. This Agreement may be amended with the consent of the Issuer and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the Issuer and the Escrow Agent shall receive an opinion of nationally recognized bond counsel that such amendment is permitted under the Agreement and will not cause the Refunded Bonds to be "arbitrage bonds". A copy of any amendment shall be provided to any rating agencies which have rated the Bonds. SECTION 14. Successors Bound. All covenants, promises and agreements in this Agreement shall bind and inure to the benefit ofthe respective successors and assigns of the Issuer, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not. SECTION 15. Louisiana Law Governing. This Agreement shall be governed by the applicable laws of the State of Louisiana without regard to conflict of law principles. 6

7 SECTION 16. Termination. Except as provided in Section 9 hereof, this Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the Issuer. SECTION 17. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 18. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument. SECTION 19. Concerning the Escrow Agent. It is expressly understood and agreed that the Escrow Agent's duties and obligations in connection with this Agreement are confined to those expressly defined herein and no additional covenants or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel with respect to any question relating to its duties or responsibilities hereunder or otherwise in connection herewith and shall not be liable for any action taken, suffered or omitted by the Escrow Agent in good faith upon the advice of such counsel. The Escrow Agent may act through its agents and attorneys and shall not be responsible for any misconduct or negligence on the part of any such person so appointed with due care. The Escrow Agent may conclusively rely upon and shall be fully protected in acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel), affidavit, letter, telegram, fax, , or other paper or electronic document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any payment obligation of the Escrow Agent hereunder shall be paid from, and is limited to funds available, established and maintained hereunder and the Escrow Agent shall not be required to expend its own funds for the performance of its duties under this Agreement. The Escrow Agent shall not be liable for any action taken or neglected to be taken in performing or attempting to perform its obligations hereunder other then for its negligence or willful misconduct. Notwithstanding any provision herein to the contrary, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly, or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. To the extent that any 7

8 provision of this paragraph is construed as a limitation of rights of or remedies available to the Issuer, such limitation shall apply only to the extent allowed by applicable law. The Escrow Agent shall have the right to accept and act upon directions given pursuant to this Escrow Agreement and delivered using Electronic Means (defined below); provided, however, that the District shall provide to the Escrow Agent an incumbency certificate listing Authorized Officers with the authority to provide such directions (each an "Authorized Officer") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the District elects to give the Escrow Agent directions using Electronic Means and the Escrow Agent in its discretion elects to act upon such directions, the Escrow Agent's understanding of such directions shall be deemed controlling. The District understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such directions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such directions to the Escrow Agent and that all Authorized Officers treat applicable user and authorization codes, passwords and/or authentication keys as confidential and with extreme care. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance with such directions notwithstanding such directions conflict or are inconsistent with a subsequent written direction. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized directions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting directions to the Escrow Agent and that there may be more secure methods of transmitting directions and (iii) that the security procedures (if any) to be followed in connection with its transmission of directions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. "Electronic Means" shall mean the following communications methods: S.W.I.F.T., , telecopy, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder. 8

9 SCHEDULE A To Defeasance and Escrow Deposit Agreement ESCROW OBLIGATIONS Maturity Type Coupon Yield Bond Proceeds Account 04/30/2016 T-NOTE 2.000% 0.235% 10/31/2016 T-NOTE 3.125% 0.489% 04/30/2017 T-NOTE 0.500% 0.675% 10/31/2017 T-NOTE 0.750% 0.841% 10/31/2017 T-NOTE 0.750% 0.841% Subtotal Total +Accrued $Price Par Amount Principal Cost Interest = Total Cost % 1,915,000 1,938, , ,950, % 5,873,000 6,056, , ,113, % 1,935,000 1,929, , ,932, % 50,000,000 49,900, , ,015, % 41,098,000 41,016, , ,111, $100,821,000 $100,841, $280, $101,122, $100,821,000 $100,841, $280, $101,122, Bond Proceeds Account Delivery Date 8/21/2015

10 SCHEDULER To Defeasance and Escrow Deposit Agreement ESCROW CASH FLOW AND PROOF OF SUFFICIENCY Date Principal Rate Interest +Transfers Receipts Disbursements Cash Balance 08/21/2015 4,771, ,761, ,761, /31/ , , ,219, /01/2015 6,218, /30/2016 1,915, % 457, ,372, ,3 72, /0_1/2016 2,371,975~qQ /31/2016 5,873, % 438, ,311, ,312, /01/2016 6,311, /30/2017 1,935, % 346, ,281, ,281, /01/2017 2,280, , /31/ ,098, % 341, ,439, ,440, /01/ ,440, Total $100,821, $2,041, $4,771, $108,623, $108,623, Investment Parameters Investment Model [PV, GIC, or Securities) Default investment yield target Securities Bond Yield Cost of Investments Purchased with Fund Transfers 4,771, _Cash Deposit 990, Cost of Investments Purchased with Bond Proceeds 101,122, Total Cost of Investments $.106,884~04.22 Target Cost of Investments at bond yield $97,449, Actual positive or (negative) arbitrage (4,663,343.25) Yield to Receipt % Yield for Arbitrage Purposes %

11 SCHEDULEC To Defeasance and Escrow Deposit Agreement DEBT SERVICE ON REFUNDED BONDS Payment Date SERIES l007 BONDS SERIES l007 BONDS DEBT SERVICE TO MA.TliRlTY DEBT SERVICE TO CALL DATE Total Series l007 Total PriDcipal Interest Interest Prillcipal Interest PriDcipal Redemption Defeasance Defeasance Due(l) Rate Due Due Due Redeemed Premium Requirements Reauirements 01-Nov Nov May Nov Nov May Nov Nov May Nov May Nov May Nov May Nov May Nov May Nov May Nov May Nov May Nov May Nov-27 OI-Nov May Nov May Nov May Nov May Nov , % 2,463, ,000 2,463, ,058, ,058, ,160, % 3,l60,000 3,160, ,160, ,371, ,371, ,371, ,371, ,625, % 2,371, ,625,000 2,371, ,996, ,996, ,315, % 2,315,000 2,315, ,315, ,280, ,280, ,280, ,280, ,055, % 2,280, ,055,000 2,280, ,335, ,335, ,070, % 3,070,000 85,035,000 88,105, ,105, ,181, ,320, % 2,181, ,073, ,535, % 2,073, ,960, ,765, % 1,960, ,834, ,015, % 1,834, ,703, ,275, % 1, 703, ,584, ,515, % 1,584, ,439, ,805, "/a 1,439, ,305, ,075, % 1,305, ,146, ,390, % 1,146, , , % 978, ,020, % 803, ,075, % 803, , ,450, % 617, , ,840, % 422, , % 216, TOTALS.. 96,855,000 48,305, ,820,000 11,768, ,035, ,623, ,623, [ NOTE I: The remaining average maturity ofthe refunded bonds, calculated tom 21-Aug-15 is equal1p years.

12 IN WITNESS WHEREOF, the parties hereto have executed this. Defeasance and Escrow Deposit Agreement as of the day and year first written. CITY OF LAFAYETTE, STATE OF LOUISIANA 705 West University Lafayette, Louisiana By: (SEAL) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent Baton Rouge, Louisiana By: Title: 9

13 IN WITNESS WHEREOF, the parties hereto have executed this. Defeasance and Escrow Deposit Agreement as of the day and year first written. CITY OF LAFAYETTE, STATE OF LOUISIANA 705 West University Lafayette, Louisiana By: By: Clerk of the Council (SEAL) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent Baton Rouge, 9

14 r:--_' [ City of Lafayette Communications System, Series 2007 Escrow Deposit Agreement 2015 August 21, 2015 Presented By: BNY Mellon Corporate Trust Fee Schedule for the following: Defeasance Escrow ~ ~ BNY MELLON

15 BNY Mellon Corporate Trust Fee Schedule for City of Lafayette Communications System, Series 2007 Escrow Deposit Agreement 2015 ':ee Schedule Subject to the Terms and Disclosures below, upon appointment of The Bank of New York Mellon Trust Company, N.A. ("BNYM" or "us" or "affiliates" or "subsidiaries") in the roles as outlined within this Fee Schedule (this "Fee Schedule"), City of Lafayette Communications System {"Customer") shall be responsible for the payment of the fees, expenses and charges as set forth herein. Fees are payable or accrue at the time of the execution of the governing documents (the "Transaction Documents") in connection with the closing of the transaction (the "Transaction") which is the subject of this Fee Schedule. General Fees Acceptance Fee $0 The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing of the transaction which is the subject of this Agreement (the "Transaction"), and compensates BNYM for the following: review of all supporting documents, initial establishment of the required accounts and Know Your Customer checks. Escrow Fee $1,000 A one-time fee will be charged for escrow agent services, covering the administrative functions under the Escrow Agreement, maintenance and posting of accounts with Treasury SLGS, receiving Treasury proceeds and application of funds accordingly, and interface with the Depository Trust Company as necessary. This fee is payable in advance, on the closing date. Arbitrage Rebate Please Call For Quote Delivered by a highly experienced team of professionals, our arbitrage rebate compliance services are designed to help maximize allowable investment returns on your bond funds and minimize or eliminate your arbitrage liability. When BNYM is the trustee and/or paying agent for your tax-exempt bonds, we simplify the process and provide seamless arbitrage reporting and information. Extraordinary Services/Miscellaneous Fees The charges for performing extraordinary or other services not contemplated at the time of the execution of the Transaction Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral, additional acceptance, administration and counsel review fees will be applicable to the agreement governing such services. If the bonds are converted to certificated form, additional annual fees will be charged for any applicable tender agent and/or registrar/paying agent services. Additional information will be provided at such time. If all outstanding bonds of a series are defeased or redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be assessed at that time. Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements, tender processing, the preparation and distribution of sinking fund redemption notices, optional redemptions, failed remarketing processing, preparation of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, Letter of Credit drawdown fees, transaction fees to settle third-party trades, and reconcilement fees to balance trust account balances to third-party investment provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed. FDIC or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket expenses and will be invoiced to the Customer at cost. Customer agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent permitted by law. PRIVILEGED AND CONFIDENTIAL The Information in this fee schedule is confidential and is intended for the sole use of the addressee only. This Information shall not be intentionally disclosed, reproduced, copied, published, distributed or displayed in any form to any third party without BNYM's prior written approval. 2

16 BNY Mellon Corporate Trust Fee Schedule for City of Lafayette Communications System, Series 2007 Escrow Deposit Agreement 2015 In the event that the United States Department of Treasury suspends the sale of State and Local Government Series (SLGS) and ~here SLGS reinvestments are required, BNY Mellon will seek direction from the Customer. If alternative investment direction is given by the Customer for BNY Mellon to purchase an open market security, BNY Mellon will charge a transaction fee determined at the time of the transaction. Negative Interest Rates- Charges With respect to any funds invested by BNYM in connection with the Transaction, if: (i) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any account or balance opened for You by BNYM, BNYM may apply a charge to any of Your accounts or balances. BNYM will give You prompt written notice of the application of any such charges and of the methodology by which they are applied. You acknowledge and agree that the application of such a charge by BNYM may cause the effective interest rate applicable to Your account or balance to be negative, notwithstanding that one or more of the rates set by third parties specified in clauses (i) and (ii) above may be positive. Terms and Disclosures General BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all related documentation and standard Know Your Customer procedures. In the event that this Transaction does not proceed with BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, Customer will be responsible for payment of any external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the termination date. Customer shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the various bond or note issuances or other undertakings contemplated by this Fee Schedule. The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through its affiliates and subsidiaries located in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group may (i) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"), including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and the compilation and analysis of information and data regarding Customer (which, for purposes of this provision, includes the name and business contact information for Customer employees and representatives) and the accounts established pursuant to the Transaction Documents ("Customer Information") and (ii) use third party service providers to store, maintain and process Customer Information ("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions, Customer consents to the disclosure of, and authorizes BNY Mellon to disclose, Customer Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third-party service providers (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Customer Information. In addition, the BNY Mellon Group may aggregate Customer Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Customer Information with Customer specifically. Customer represents that it is authorized to consent to the foregoing and that the disclosure of Customer Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. Customer also consents to the disclosure of Customer Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law. Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may be provided once the structure of the deal has been finalized. Annual Fees cover a period of one year and any portion thereof and are not subject to pro-ration. Fees may be subject to adjustment during the life of the engagement. PRIVILEGED AND CONFIDENTIAL The information in this fee schedule is confidential and is intended for the sole use of the addressee only. This information shall not be intentionally disclosed, reproduced, copied, published, distributed or displayed in any form to any third party without BNYM's prior written approval. 3

17 BNY Mellon Corporate Trust Fee Schedule for City of Lafayette Communications System, Series 2007 Escrow Deposit Agreement 2015 \dvance Fees dnym requires that Customer agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to Customer prior to your agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as Customer agrees to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable pursuant to this Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the provision of any services. Acceptance/Revocation of Offer You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction, or (iii) instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of (i), (ii) and (iii), the fees quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction does not close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-ofpocket expenses will apply. Confidential Information All information provided to Customer by BNYM must remain confidential and may not be intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM's prior written approval. Customer Notice Required By the USA Patriot Act To help the U.S. government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a relationship is established. When Customer establishes a relationship with BNYM, we will ask Customer to provide certain information (and documents) that will help us to identify Customer. We will ask for your organization's name, physical address, tax identification or other government registration number and other information that will help us identify Customer. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization. City of Lafayette Communications System hereby accepts and agrees to the fees and the terms and conditions set forth in this Fee Schedule. By: Name: Title: Date: PRIVILEGED AND CONFIDENTIAL The information in this fee schedule is confidential and is Intended for the sole use of the addressee only. This Information shall not be intentionally disclosed, reproduced, copied, published, distributed or displayed in any form to any third party without BNYM's prior written approval. 4

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