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ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated as of c^] geptepabor 21, 1995, by and among the CITY OF SEBASTIAN, FLORIDA, a municipal corporation of the State of Florida (the "City"), TNDiAN RIVER COUNTY, FLORXDA, a poli ical subdiv4tion of the State of Florida (the "County") and [^] 111E BANS OV NEW YORK TRUST COMPmy__-OF ZLQRIRA. N.A. nasi, al banking Absociation organized under the laws of the Un�: ed Sta es of Americ, as Escrow Holder (the "Escrow Holder"); W Y T N E S E T H WHEREAS, ity has `reviously authorized and issued obligations of � ity as hereinafter set forth defined as the "Defeased Bonds"." a proceedslttof which were used to finance the acquisition and/or construction of certain improvements to the City's co EA ined, ;uti ity syste (the "System"); and WHERthe ity \no -a deires to transfer and sell the System to the County ukqu nt to the,;provisions of an Interlocal Agreement between the City d the`,Couility (the "Acquisition Agreement"); and t WHEREAI--,, u ant to`Ithe Acquisition Agreement, the City and the County hav ...ag eed that the purchase price to be paid by the County for the yAt m (the "Acquisition Price") will be the, amount necessary to prove, a for the',Oefeasance of the Defeased Bondsi and r - WHEREAS, tie mount othe Aggregate Debt Service (as hereinafter define._ ) for su h`,, Defeased Bonds in net forth on Schedule A; an, WHEREAS, the `City has agreed', to provide for payment of the Aggregaib.;Debt Servit of the Defeasi ed Bonds by depositing with the Escrow holder pursua t to the provisions hereof and of the Acquisition Agreement, ash and Fedeial 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 ibity and the County have determined that the amount to be on deposit from time to time in the Escrow Account, ae 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. Defines. As used herein, the following terms mean: