8359-93 Revenue Bonds Refund Outstanding Sewage Segregation

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be mailed in accordance with the provisions of Section 5 of Ordinance No. 7951-88 pursuant to which the Prior Bonds were issued. The Escrow Agent hereby acknowledges receipt from the Issuer of irrevocable instructions to call said Prior Bonds for redemption, of a certified copy of said Ordinance No. 7951-88, and of the form of redemption notice. Section 4. The Escrow Agent is hereby authorized and directed to issue its checks on the Escrow Account for the payment of the principal of and interest on the Prior Bonds. The Escrow Agent shall keep and maintain adequate records pertaining to the Escrow Account, and shall furnish a statement with respect thereto to the Issuer not later than April 1 of each year throughout the term of this Escrow Agreement. Section 5. The Escrow Agent hereby waives any right of set-off, counterclaim, reduction, or diminution of an obligation, or any defense of any kind or nature which the Escrow Agent has or may have against the Issuer or the holders of the Prior Bonds insofar as such set-off, counterclaim, reduction, diminution or defense would have an adverse effect on the availability of funds sufficient to comply with the obligations of the parties contained herein. Section 6. The parties hereto recognize that the holders from time to time of the Prior Bonds have a beneficial and vested interest in the Governmental Obligations. It is therefore recited, understood and agreed that this Escrow Agreement shall not be subject to revocation until its provisions have been fully carried out and may be amended only with the consent of all such holders. Funds in the Escrow Account shall be held in trust and used only for the purposes described herein. Any amounts remaining in the Escrow Account after payment in full of the Prior Bonds shall be returned to the Issuer. Section 7. The Escrow Agent shall have no power or duty to invest any monies held hereunder except as set forth in Section 2 hereof. The Escrow Agent shall not be liable or responsible for any loss resulting from any investment made pursuant to this Escrow Agreement and in full compliance with the provisions hereof. Section 8. None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights or powers hereunder. The Escrow Agent shall be under no liability for interest on any funds or other property received by it hereunder, except as herein expressly provided. The Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Issuer of any of its obligations or to protect any of the Issuer's rights under any bond proceeding or any other contracts with or franchises or privileges from any state, county, municipality or other governmental agency or with any person. The Escrow Agent shall not be responsible in any manner whatsoever for the recitals or statements contained herein, in the Prior Bonds, or in any proceedings taken in connection therewith. To the extent permitted by law, the Issuer shall defend, indemnify and hold the Escrow Agent and the holders of the Prior Bonds harmless from all claims, demands and actions resulting from or arising out of any alleged deficiency in the Escrow Account which is not caused by acts of the Escrow Agent. This indemnity shall survive the termination of this F.ACrnw Agreement.