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ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated as of , 1995, by and among the CITY OF SEBASTIAN, FLORIDA, a municipal corporation of the State of Florida (the "City"), INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and [ESCROW HOLDER], a national banking association organized under the laws of the United States of America, as Escrow Holder (the "Escrow Holder"); W I T N E S S E T H: WHEREAS, the City has previously authorized and issued obligations of the City as hereinafter set forth defined as the "Defeased Bonds", the proceeds of which were used to finance the acquisition and/or construction of certain improvements to the City's combined utility system (the "System"); and WHEREAS, the City now desires to transfer and sell the System to the County pursuant to the provisions of an Interlocal Agreement between the City and the County (the "Acquisition Agreement"); and WHEREAS, pursuant to the Acquisition Agreement, the City and the County have agreed that the purchase price to be paid by the County for the System (the "Acquisition Price") will be the amount necessary to provide for the defeasance of the Defeased Bonds; and WHEREAS, the amount of the Aggregate Debt Service (as hereinafter defined) for such Defeased Bonds is set forth on Schedule A; and WHEREAS, the City has agreed to provide for payment of the Aggregate Debt Service of the Defeased Bonds by depositing with the Escrow Holder pursuant to the provisions hereof and of the Acquisition Agreement, cash and Federal Securities provided by the County, the principal of and interest on which will be at least equal to such Aggregate Debt Service; and WHEREAS, the City and the County have determined that the amount to be on deposit from time to time in the Escrow Account, as defined herein, will be sufficient to pay the Aggregate Debt Service; NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the City, the County and the Escrow Holder agree as follows: Section 1. Definit'ons. As used herein, the following terms mean: