10A Action 2008 0602 Attach - Preliminary Official Statement

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Tax Revenues General. The 2008 Bonds and any Parity Debt (as defined below) will be equally secured by a pledge of, security interest in and lien on all of the Tax Revenues and the moneys in the Special Fund and the Reserve Account shall also be secured by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Except for the Tax Revenues and such moneys, no funds or properties of the Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the 2008 Bonds. See "APPENDIX C -Summary of Certain Provisions of the Indenture". "Tax Revenues" is defined in the Indenture to mean all taxes annually allocated within the Plan Limit, following the Closing Date with respect to the 2008 Bonds, and paid to the Agency with respect to the Project Area pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable State laws, and as provided in the Redevelopment Plan, and all payments, subventions and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations; but excluding all other amounts of such taxes (if any) (i) required to be deposited into the Low and Moderate Income Housing Fund of the Agency pursuant to Section 33334.2 of the Law for increasing and improving the supply of low and moderate income housing, (ii) amounts payable by the State to the Agency under and pursuant to Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with Section 16110) of the California Government Code, (iii) amounts, if any, payable by the Agency pursuant to Sections 33607.5 and 33607.7 of the Law, except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of debt service on the Bonds, including any Parity Debt, (iv) amounts payable under the Fiscal Agreements, except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of debt service on the Bonds, (v) amounts, if any, payable under the Development Agreement, and (v) amounts payable to the County of Alameda, or required to be spent within that portion of the Project Area outside of the City limits, pursuant to the Project Area Agreement (described under the caption "THE AGENCY AND THE PROJECT AREA - Agency Tax Sharing Obligations -County Project Area Agreement.") "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, 1998, as subsequently amended, between Bay Fair Mall, LLC and the Agency. The Agency's receipt of Tax Revenues is subject to certain limitations (the "Plan Limit") contained in the Redevelopment Plan as required pursuant to the Redevelopment Law. The Project Area was established before the effective date of AB1290 (described below) and as -9-