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r, <br />ESCROW DEPOSIT AGREEiNENT <br />THIS ESCROW DEPOSIT AGREEMENT, dated as of September 1, 2000, by and between <br />INDIAN RIVER COUNTY, FLORIDA (the "Issuer"), and THE BANK OF NEW YORK, a state <br />banking association duiy organized and existing under the laws of tite State of New York, as Escrow <br />Folder and its successors and assigns (the "Escrow Holder"); <br />WITNESSETH: <br />WI-IEREAS, the Issuer has previously authorized and issued obligations, hereinafter defined <br />as "1992 Defeased Bonds", as to which the Total Debt Service (as hereinafter defined) is set forth <br />on Schedule A; and <br />WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of <br />the Defeased Bonds by depositing with the Escrow Holder an amount which together with investment <br />earnings thereon is at least equal to such 'notal Debt Service; and <br />WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the <br />provisions hereof shall defease and discharge the Issuer from the aforestated obligations; <br />NOW, TI-IEREFORE, in consideration of the mutual covenants and agreements herein <br />contained, the Issuer and the Escrow Holder agree as follows: <br />SECTION 1. DEFINITIONS. As used herein, the following terms mean: <br />(a) "Agreement" means this Escrow Deposit Agreement. <br />(b) "Annual Debt Service" means the interest and principal on the Defeased Bonds coming <br />due in such year as shown on Schedule A attached hereto and made a part hereof <br />(c) "Call hate" means the respective maturity date of the 1992 Defeased Bonds maturing <br />September 1, 2001 through 2005. <br />(d) "Escrow Account" means the account hereby created and entitled 'Escrow Account <br />established and held by the Escrow Holder pursuant to this Agreement, in which cash and investments <br />will be held for payment of the principal of and accrued interest on the Defeased Bonds as they <br />become due and payable. <br />(e) "Escrow Holder" means The Hank of New York, Jacksonville, Florida, and its successors <br />and assigns. <br />s'1 <br />