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ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT (the "Agreement"), dated April 1, 2015, by and between Indian River County, Florida (the "Issuer") and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), a national banking association having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the Issuer has heretofore issued its Limited General Obligation Bonds, Series 2006 (the "Series 2006 Bonds"); and WHEREAS, the Issuer has determined to issue its $20,369,000 Limited General Obligation Refunding Note, Series 2015 (the "Series 2015 Note") pursuant to the terms of the Issuer's Resolution No. 2005-059 adopted May 17, 2005, as amended and supplemented from time to time, and as specifically supplemented by Resolution No. 2015-047 adopted on April 7, 2015 (collectively, the "Resolution") and desires to provide payment for the Series 2006 Bonds maturing in the years 2017 through 2021 (the "Refunded Bonds") as set forth on Schedule A attached hereto and discharge and satisfy the pledges, liens and other obligations of the Issuer under the Resolution; and WHEREAS, the issuance of the Series 2015 Note, the deposit of proceeds of the Series 2015 Note into an Escrow Fund (herein defined) to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the Issuer under the Resolution in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. The Issuer represents that the recitals stated above are true and correct and incorporated herein. 2. Receipt of the Resolution is hereby acknowledged by the Escrow Agent. The applicable and necessary provisions of the Resolution are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. 3. The Issuer by this writing exercises its option to have the pledges, liens and obligations to the holders of the Refunded Bonds defeased, discharged and satisfied. 1