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discharged and the pledge and lien upon the Net Revenues is terminated in accordance with the terms of the Indenture. 1.5 Excess Funds to City. Upon the written request of the City, the Escrow Agent shall pay over to the City from time to time any funds held by the Escrow Agent in the Escrow Fund upon written request of the City, provided that the Escrow Agent shall not transfer any such funds from the Escrow Fund unless it shall first have received: (i) an unqualified opinion from nationally recognized bond counsel to the effect that such payment to the City 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 payment or (b) adversely affect the conclusions expressed in the Defeasance Opinion; and (ii) an Accountant Certificate. 1.6 Notice of Iefeasance. Upon the purchase of the Escrowed Securities and the Defeasance Opinion, the Escrow Agent shall mail a notice of defeasance of the Bonds to the owners thereof, which notice of defeasance shall be substantially in the form attached hereto as Schedule C. II. Irrevocability. These Instructions shall be irrevocable and may not be amended or modified unless for the purpose of (A) curing any ambiguity or omission relating to these Instructions or of curing, correcting or supplementing any defective provision contained herein; (B) adding to or supplementing the rights of the owners of the Bonds; or (C) severing any portion of these Instructions deemed to be illegal and the Escrow Agent first shall have received: (i) an unqualified opinion from nationally recognized bond counsel to the effect that such amendment or modification is in compliance with the requirements of this Section II and would not, in and of itself, (a) cause 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 amendment or modification or (b) adversely affect the conclusions expressed in the Defeasance Opinion; and (ii) an Accountant Certificate. Except as otherwise provided herein, the owners of the Bonds shall have an express lien on all funds and amounts, and all earnings thereon and accretions thereto, on deposit in the Escrow Fund with the Escrow Agent in accordance with these Instructions until used and applied in accordance herewith. III. Liability. The liability of the Escrow Agent and the Trustee for the payment of moneys as hereinabove set forth respecting the payment of the debt service on and the prepayment of the Bonds shall be limited solely to the moneys on deposit with the Escrow Agent in the Escrow Fund pursuant to these Instructions, including but not limited to the principal of and interest on the securities and other moneys set forth in Schedule A hereto, available for such purposes. Neither the Escrow Agent nor the Trustee shall be liable for any loss whatsoever resulting from, -3- Pleasanton 2011 Water Escrow Instructions (2)