10A Action 2008 0602 Attach - Indenture of Trust

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There is hereby established with respect to the Redevelopment Project a separate and segregated fund to be known as the "Alameda County -City of San Leandro Redevelopment Project Redevelopment Fund (the "Redevelopment Fund"), which the Agency shall cause to be maintained and which shall be held in trust by the Agency. The Agency shall deposit the amounts received from the Trustee pursuant to the preceding paragraph, as well as the good faith deposit referenced in Section 3.02, in the Redevelopment Fund. The moneys in the Redevelopment Fund shall be maintained separate and apart from other moneys of the Agency. The moneys on deposit in the Redevelopment Fund shall be used in the manner provided by the Law solely for the purpose of aiding in financing the Redevelopment Project, including, without limitation, the payment of any unpaid Costs of Issuance. The Agency covenants that no funds on deposit in the Redevelopment Fund shall be applied for any purpose not authorized by the Law. Section 3.05. Issuance of Parity Debt. In addition to the Series 2008 Bonds, the Agency may, by Supplemental Indenture, issue additional bonds or incur other loans, advances or indebtedness payable from Tax Revenues on a parity with the Series 2008 Bonds to finance redevelopment activities with respect to the Redevelopment Project in such principal amount as shall be determined by the Agency. The Agency may issue and deliver any such Parity Debt subject to the following specific conditions all of which are hereby made conditions precedent to the issuance and delivery of such Parity Debt: (a) No event of default hereunder, under any Parity Debt Instrument or under any Subordinate Debt Instrument shall have occurred and be continuing, and the Agency shall otherwise be in compliance with all covenants set forth in this Indenture; (b) The Tax Revenues estimated to be received for each succeeding Fiscal Year, based on the most recent assessed valuation of property in the Project Area (excluding taxes attributable to a tax rate levied by a taxing agency after January 1, 1989 for the purpose of producing revenues in an amount sufficient to make annual repayments of the principal of, and the interest on, any bonded indebtedness of such taxing agency), plus any Additional Revenues, as evidenced in writing from the County Assessor or other appropriate official of the County, shall be at least equal to one hundred twenty five percent (125%) of Maximum Annual Debt Service, including annual debt service on the proposed Parity Debt, provided that in determining the amount of Tax Revenues for any future Fiscal Year, the Agency shall increase or decrease the Tax Revenues for the current Fiscal Year by adding or subtracting thereto amounts which at the time of calculation are payable by the Agency under the Fiscal Agreements and the Project Area Agreement but which cease to be so payable or become so payable for such future Fiscal Year; (c) In the case of Parity Debt issued as additional Bonds under a Supplemental Indenture, the amount on deposit in the Reserve Account (and any subaccounts therein) shall be increased to the Reserve Requirement taking into account the additional Bonds to be issued; (d) Principal with respect to such Parity Debt will be required to be paid on September 1 in any year in which such principal is payable; and (e) The Agency shall deliver to the Trustee a Written Certificate of the Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth in subsections (a) and (b) above have been satisfied. 23