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ESCROW INSTRUCTIONS These Escrow Instructions, dated for reference purposes as of May 15, 2011 (the "Instructions "), are provided by the City of Pleasanton (the "City ") in connection with the issuance of the City's Water Revenue Refunding Bonds, Series 2004 (the "Bonds "), to U.S. Bank National Association, as escrow agent hereunder (the "Escrow Agent ") and as trustee (the "Trustee ") pursuant to an indenture of trust, dated as of December 1, 2004, between the City and the Trustee (the "Indenture "). The Indenture was executed in connection with the issuance of the Bonds, originally issued in the principal amount of $3,595,000, of which $670,000 remains outstanding (the "Bonds "). RECITALS A. Pursuant to the Indenture, the City authorized the issuance and delivery of the Bonds. Payment of principal of and interest on the Bonds is secured by the Debt Service Payments, and certain other funds made available as provided in the Indenture. The Debt Service Payments are secured by a lien on Net Revenues (as defined in the Indenture) of the City's water system (the "Enterprise "). B. The Indenture provides that the City may secure payment of the Bonds prior to their due dates if there shall have been deposited with the Escrow Agent either (i) money in an amount which shall be sufficient, or (ii) non- callable Federal Securities or pre - refunded non - callable municipal obligations rated "AAA" and "Aaa" by S &P and Moody's, respectively (or any combination thereof) (the "Defeasance Obligations "), the principal of and interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Escrow Agent at the same time, shall be sufficient to pay when due the Bonds until the maturity or prepayment date of the Bonds. C. The City is providing certain funds to the Escrow Agent to be applied for the purpose of providing funds which will be sufficient, together with (i) certain investment earnings thereon, and (ii) other available funds, to provide for the termination of the pledge of and lien created by the indenture. I. Instructions to the Escrow Agent. The City hereby directs and instructs the Escrow Agent as follows: 1.1 Escrow Fund. The Escrow Agent shall establish and hold in trust, separate and apart from other funds and accounts, a special account designated the "Escrow Fund." The Escrow Agent shall administer such account as provided in these Instructions. Amounts in the Escrow Fund are irrevocably pledged and shall be applied solely for the purposes set forth in these Instructions. The Escrow Fund shall be maintained by the Escrow Agent until all of the Bonds have been paid in accordance with their terms and these Instructions. 1.2 Deposits to the Escrow Fund; Transfer of Funds. The Escrow Agent shall deposit into the Escrow Fund the moneys (including all earnings and accrued interest thereon) -1- Pleasanton 2011 Water Escrow Instructions (2)