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ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT, dated as of . 2000, by and between INDIAN RIVER COUNTY. FLORIDA (the "Issuer"). and a banking association duly organized and existing under the laws of as Escrow Holder and its successors and assigns (the "Escrow Holder" 1; WITNESSETH: WHEREAS, the Issuer has previously authorized and issued obligations, hereinafter defined as "1992 Defeased Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of the Defeased Bonds by depositing with the Escrow Holder an amount which together with investment earnings thereon is at least equal to such Total Debt Service; and WHEREAS. the execution of this Escrow Deposit Agreement and full performance of the provisions hereof shall defease and discharge the Issuer from the aforestated obligations: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Issuer and the Escrow Holder agree as follows: SECTION I. DEFINITIONS. As used herein. the following tenns mean: (a) "Agreement" means this Escrow Deposit Agreement. (b) "Annual Debt Service" means the interest and principal on the Defeased Bonds coming due in such year as shown on Schedule A attached hereto and made a part hereof. (c) "Call Date" means the respective maturity date of the 1992 Defeased Bonds maturing September 1. 2001 through 2005. (d) "Escrow Accotmt" means the account hereby created and entitled Escrow Account established and held by the Escrow Holder pursuant to this Agreement. in which cash and investments will be held for payment of the principal ofand accnted interest on the Defeased Bonds as they become (Inc and payable. (e) "Escrow 1-lolder" means . and its successors and assigns.