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(including reasonable attorney fees and disbursements) and liabilities which it may incur arising out of or in the exercise and performance of its duties hereunder, but excluding any and all claims, losses, expenses and liabilities which are due to the negligence or willful misconduct of the Escrow Agent, its officers., directors, or employees. The obligations of the City under this Section V shall survive the removal or resignation of the Escrow Agent and payment of the Bonds and the discharge of the Indenture as it relates thereto. VI. Defeasance. Upon deposit of the amounts set forth in Section 1.2 hereof, all obligations of the City under the Indenture and all security provided by the Indenture for the Bonds shall cease and terminate, excepting only the obligations of the City to pay, or cause to be paid, principal of and premium, if any, and interest on the Bonds from the deposit made by the City pursuant to Section 1.2 hereof, and the City's obligation to indemnify the Trustee pursuant to the Indenture. In the event of a deficiency in the funds and amounts in the Escrow Fund for purposes of paying the debt service on the Bonds, the City shall make up such deficiency immediately upon receipt of written notice from the Escrow Agent. VII. Termination. These Instructions shall, except as set forth in Section V hereof, terminate and be of no further force and effect when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made, and all payments with respect to the Bonds shall have been effected. From and after September 1, 2014, any remaining moneys on deposit in the Escrow Fund established and held pursuant to these Instructions, except for amounts held by the Escrow Agent to pay the registered owners of Bonds, after the payment of all amounts owed to the Escrow Agent under Section V hereof, shall, after payment of all fees and expenses of the Escrow Agent, be remitted by the Escrow Agent to the City without further claim therefor. VIII. Invalidity; Applicable Law. If any one or more of the provisions of these Instructions should be determined by a court of competent jurisdiction to be contrary to law, such provisions shall be deemed and construed to be severable from the remaining provisions herein contained and shall in no way affect the validity of the remaining provisions of these Instructions. These Instructions shall be construed and governed in accordance with the laws of the State of California. IX. Binding Effect; Successors. These instructions shall be binding upon and shall inure to the benefit of the parties hereto and the owners of the Bonds and their respective successors and assigns. The owners of the Bonds shall have no lien whatsoever on moneys representing principal of or interest on the investments held by the Escrow Agent in accordance with these Instructions. Whenever in these Instructions any party is named or referred to, such reference shall be deemed to include such party's successors or assigns, and all instructions contained in these Instructions -5 - Pleasanton 2011 Water Escrow Instructions (2)