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nor be required to make up any deficiency with respect to, any investment made pursuant to these Instructions in compliance with the provisions hereof. IV. Investments. In the event that the Escrow Agent shall receive, either upon maturity or prepayment of securities set forth in Schedule A or otherwise, moneys into any of the funds and accounts held hereunder which are not immediately disbursed for payment of debt service on the Bonds, the Escrow Agent shall hold such moneys for the benefit of the owners of the Bonds . Any such moneys received with respect to the maturity or prepayment of securities set forth in Schedule A shall be kept in the Escrow Fund uninvested or, upon the written direction of the City, which direction shall certify that the investments meet the requirements of this Section IV, invest in direct, non - callable obligations of the United States of America or non - callable bonds or other obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America ( "Permitted Securities "). The maturity date of any Permitted Security must be no later than the payment date on which funds are needed for payment of debt service on the Bonds in accordance with these Instructions. If Permitted Securities meeting the requirements of these Instructions are unavailable, or if the City fails to give the Escrow Agent instructions, the Escrow Agent shall hold such amounts uninvested. All earnings on funds and amounts in the Escrow Fund shall be deposited in, deemed a part of, and invested in accordance with the terms of these Instructions applicable to, such Escrow Fund. The City shall not direct the Escrow Agent to purchase securities at a price above the then prevailing fair market value of such security in order to artificially reduce the yield to the allowed yield. The City may direct the Escrow Agent at any time to hold the money involved uninvested or purchase United States Treasury Securities - State and Local Government Securities, to the extent available, maturing no later than the date on which such moneys are needed for payment of debt service on the Bonds in accordance with these Instructions. Under no circumstances shall the City cause or direct any initial investment, subsequent investment or reinvestment of the securities or moneys in the Escrow Fund to be made in such a manner as to result in the loss of exclusion from gross income for federal income tax purposes of interest with respect to the Bonds or the Bonds. V. Fees. The City shall pay to the Escrow Agent its fees for its services hereunder and reimburse the Escrow Agent for its reasonable expenses incurred hereunder. The Escrow Agent shall not have any lien whatsoever upon any of the moneys in the Escrow Fund, or otherwise deposited in accordance with these Instructions, for the payment of fees and expenses for services rendered by it hereunder. The City covenants and agrees to indemnify and save the Escrow Agent and its officers, directors, agents and employees, harmless against any and all claims, losses, expenses -4- Pleasanton 2011 Water Escrow lost] actions (2)