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ESCROW AGREEMENT <br />THIS ESCROW AGREEMENT, dated as of the lst day of June, 1988, <br />but effective as of the date of delivery hereof (the "Agreement", which <br />term sometimes is referred to in this document by use of such terms as <br />"hereof", "herein", "hereby" or "hereunder"), by and between INDIAN RIVER <br />COUNTY, Florida (the "County"), a political subdivision of the State of <br />Florida (the "State"), party of the first part, and FLORIDA NATIONAL BANK <br />(the "Bank"), having its principal office in the City of St. Petersburg, <br />Florida, party of the second part. <br />WITNESSETH: <br />WHEREAS, The Board of County Commissioners (the "Governing <br />Body") of the County, by Resolution No. 77-110 duly adopted, in accordance <br />with law, on November 2, 1977, as amended (the "Resolution"), authorized <br />and directed issuance of Solid Waste Disposal System Revenue Bonds, Series <br />1977, dated as of September 1, 1977, in the aggregate principal amount of <br />$1,815,000 (the "Series of 1977 Bonds"), to provide funds for and toward <br />proper legal purposes which are set forth, in detail, in the Resolution; <br />and <br />WHEREAS, The Bank, pursuant to provisions of the Resolution and <br />of the Series of 1977 Bonds, is the paying agent with respect to the <br />Series of 1977 Bonds; and <br />WHEREAS, The Resolution provides, inter alfa, that the Series of <br />1977 Bonds are stated to mature on, or are subject to mandatory redemption <br />on, September 1 of the years 1980 to 1994, both inclusive; and <br />WHEREAS, The Governing Body of the County, by a resolution duly <br />adopted in accordance with law, inter alfa, has determined to provide for <br />