4/24/12 - Barnegat Township School District

shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of
the following purposes:
(i)
Agreement;
to cure any ambiguity or formal defect or omission in this
(ii) to grant to, or confer upon, the Escrow Agent for the benefit of the
owners of the Refunded Bonds any additional rights, remedies, powers or
authority that may lawfully be granted to, or conferred upon, such owners or the
Escrow Agent;
(iii) to subject to this Agreement additional funds, securities or
properties; and
(iv) to modify or supplement this Agreement in order to meet the
requirements of any rating agency for rating the Refunded Bonds in the highest
category.
(b) The Board shall give prior written notice of any amendment, revocation or
alteration of this Agreement (with or without the consent of the owners of the Refunded Bonds)
to: Standard & Poor's Corporation, 25 Broadway, New York, NY 10004, or such other address
such rating agency may request.
(c) The Escrow Agent shall be entitled to rely exclusively upon an unqualified
opinion of nationally recognized bond counsel on the subject of municipal bonds with respect to
compliance with this Section, including the extent, if any, to which any change, modification,
addition or elimination affects the rights of the owners of the outstanding Refunded Bonds or
that any instrument executed hereunder complies with the conditions and provisions of this
Section.
SECTION 11. ESCROW AGENT.
(a) During the term of this Agreement, the Board agrees to pay or cause to be paid
the reasonable fees and expenses of the Escrow Agent hereunder (the “Administrative
Expenses”) upon request by the Escrow Agent upon the submission of itemized invoices
submitted to the Board. The Escrow Agent shall have no lien whatsoever upon any of the
Securities or earnings thereof for the payment of any amounts or claims of any kind or nature
including, without limitation, fees and expenses for services rendered under this Agreement or
any other resolution or ordinance.
(b) The Escrow Agent shall not be liable for any loss resulting from any investment
made pursuant to this Agreement in compliance with the provisions hereof. The Securities and
earnings thereon shall be and remain the property of the Board in trust for the owners of the
Refunded Bonds as provided herein. The Escrow Agent agrees to service and manage the
Escrow Fund in accordance with the terms of this Agreement. The Escrow Agent shall have
only those duties as are specifically provided herein, which shall be deemed purely ministerial in
Barnegat Township Board of Education Meeting Minutes
April 24, 2012 60