4/24/12 - Barnegat Township School District

(d) This Agreement may be executed in any number of counterparts, all of which
shall be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
(e) The Escrow Agent shall have the right to accept and act upon instructions or
directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods, provided, however, that the instructions or directions shall
be signed by a person as may be designated and authorized to sign for the Board by an
authorized representative of the Board, who shall provide to the Escrow Agent an incumbency
certificate listing such designated persons, which incumbency certificate shall be amended
whenever a person is to be added or deleted from the listing. If the Board elects to give the
Escrow Agent e-mail or facsimile instructions (or instructions by a similar electronic method)
and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent’s
understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s
reliance upon and compliance with such instructions notwithstanding such instructions conflict
or are inconsistent with a subsequent written instruction. The Board agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the
Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized
instructions, and the risk of interception and misuse by third parties.
(f) $___________ from the proceeds of the Refunding Bonds has also been deposited
with the Escrow Agent for payment of costs of issuance of the Refunding Bonds and the Escrow
Agent acknowledges receipt of such amount. There is hereby created and established with the
Escrow Agent an account designated as the “Barnegat Township Board of Education 2012
Refunding Bond Costs of Issuance Account” (the “Costs of Issuance Account”). The Costs of
Issuance Account will be held by the Escrow Agent and applied at the written (including email
or facsimile) direction of the Business Administrator of the Board to pay costs of issuance
related to the issuance of the Refunding Bonds. The Escrow Agent will pay all remaining sums
to the Board upon the earlier of (i) written or facsimile direction from the Business Administrator
of the Board that there are no further costs of issuance to be paid from the Costs of Issuance
Account or (ii) __________, 2012. Pending its application as provided herein, the funds in the
Costs of Issuance Account shall be held in cash unless otherwise invested at the written direction
of the Business Administrator of the Board.
(g) Any banking association or corporation into which the Escrow Agent may be
merged, converted or with which the Escrow Agent may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a
party, or any banking association or corporation to which all or substantially all of the corporate
trust business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent’s
rights, obligations and immunities hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding, provided that the Escrow Agent shall give the Board written notice of any such
merger, conversion or consolidation.
Barnegat Township Board of Education Meeting Minutes
April 24, 2012 63