10A Action 2008 0602 Attach - Indenture of Trust

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"Development Agreement" means the Improvement and Reimbursement Agreement executed in December, 1994 between Westland Bay Fair Mall, L.P., and the San Leandro Redevelopment Agency, as amended by Amendment No. 1 dated as of June 15, 199$ between Bay Fair Mall, LLC and the Agency and Amendment No. 2 dated as of July 1, 2000 between Bay Fair Mall, LLC and the Agency. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Event of Default" means any of the events described in Section 8.01. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, (iv) any commingled investment fund in which the Agency and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment, or (v) the investment is the Local Agency Investment Fund of the State of California but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States, as certified in writing by the Agency to the Trustee. "Federal Securities" means any direct, noncallable general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and CATS and TGRS), or obligations the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America. "Fiscal Agreements" means, collectively: (i) Agreement dated as of July 6, 1993, among the Redevelopment Agency of the City of San Leandro, the County of Alameda, the County of Alameda Library District, the County of Alameda Flood Control District and the Eden Fire Protection District, as such agreement may hereafter be amended. (ii) Agreement dated as of October 4, 1993, between the Alameda -Contra Costa Transit District and the Redevelopment Agency of the City of San Leandro, as such agreement may hereafter be amended. 6