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transferred to it by the City in the amount of $644,325.07, and shall transfer to the Escrow Fund the other amounts set forth in Schedule B hereto. The Escrow Agent shall purchase, on , 2011, with the cash deposited into the Escrow Fund, the securities listed on Schedule A hereto (the "Escrowed Securities ") and shall hold such securities in the Escrow Fund, subject to the provisions of Article IV hereof. The remaining amount of $ shall be held uninvested by the Escrow Agent. 1.3 Payments with Respect to the Bonds. A. The Escrow Agent shall transfer from the Escrow Fund, in immediately available funds, to the Trustee for deposit in the Debt Service Account created by the Indenture, on March 1 and September 1 of each year, commencing September 1, 2011, an amount equal to the payment which would have then been due under the Indenture for payment of the Bonds through and including September 1, 2014. The City hereby irrevocably instructs the Trustee to give the mailed notice of defeasance as provided in Section 1.6 hereof. B. Transfers from the Escrow Fund shall be made only from scheduled payments of principal received by the Escrow Agent with respect to the securities listed on Schedule A hereto, and the earnings, if any, on any investment of such scheduled payments. Under no circumstances shall the Escrow Agent sell, transfer, liquidate or cause prepayment prior to maturity the securities listed on Schedule A hereto unless the Escrow Agent shall first have received: (i) an unqualified opinion from nationally recognized bond counsel to the effect that such sale, transfer, liquidation or prepayment would not, in and of itself, (a) cause the Bonds or the Bonds to become arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect at the time of such proposed sale, transfer, liquidation or prepayment or (b) adversely affect the conclusions expressed in the opinion of such firm rendered to the City to the effect that upon making the deposits into the Escrow Fund the lien and pledge of the hrdenture, as it applies to the Bonds, was defeased (the "Defeasance Opinion "), and (ii) a certificate of an independent firm of nationally recognized certified public accountants (the "Accountant ") to the effect that such sale, transfer, liquidation or prepayment would not adversely affect the sufficiency of amounts in the Escrow Fund for purposes of paying debt service and prepayment costs on the Bonds (an "Accountant Certificate "). For purposes of these Instructions, references to the Accountant shall mean the firm of such name, its successor entities, or such other firm of certified public accountants as shall be selected by the City. Upon any such sale, transfer, liquidation or prepayment prior to maturity, the Escrow Agent shall hold and invest moneys therefrom pursuant to Article IV hereof. 1.4 Release of Pledge. By its acceptance of these Instructions, the City acknowledges that the provisions of Section 9.01 of the Indenture have been satisfied. Upon receipt of the Defeasance Opinion of Nossaman LLP, addressed to the Escrow Agent to the effect that the lien established by the Indenture are discharged and the pledge and lien upon the Net Revenues is terminated in accordance with the terms of the Indenture, the Escrow Agent hereby acknowledges and confimts that as to the Bonds the lien established by the Indenture is -2- Pleasanton 2011 Water Escrow Instructions (2)