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This Agreement confers no rights and imposes no duties upon the Trustee beyond those expressly provided in the Indenture. The assignment hereunder to the Trustee is solely in its capacity as Trustee under the Indenture. SECTION 5. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original and all together constitute one and the same agreement. Separate counterparts of this Agreement may be separately executed by the Trustee and the Authority, both with the same force and effect as though the same counterpart had been executed by the Trustee and the Authority. SECTION 6. Binding Effect. This Agreement inures to the benefit of and binds the Authority and the Trustee, and their respective successors and assigns, subject, however, to the limitations contained herein. SECTION 7. Successor Trustee. In the event that a successor Trustee is appointed pursuant to Section 8.02 of the Indenture or otherwise, this Agreement shall inure to the benefit of such successor Trustee, and shall no longer inure to the benefit of the Trustee that has resigned or been removed or otherwise replaced. SECTION 8. Governing Law. This Agreement is governed by the Constitution and laws of the State of California. -4-IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the day and year first written above. SAN LEANDRO PUBLIC FINANCING AUTHORITY By Chris Zapata Executive Director Attest: Marian Handa Secretary U.S. BANK NATIONAL ASSOCIATION, as Trustee By ________________ Authorized Officer A-1 APPENDIX A DESCRIPTION OF THE LEASED PROPERTY The Leased Property consists of that certain real property situated in the City of San Leandro, County of Alameda, which is more particularly described as follows: 60295-01 JH:SM;mwk 10/19/12 10/30/12 11/08/12 INDENTURE OF TRUST Dated as of January 1, 2013 between U.S. BANK NATIONAL ASSOCIATION, as Trustee and the SAN LEANDRO PUBLIC FINANCING AUTHORITY Authorizing the Issuance of $______________ San Leandro Public Financing Authority 2013 Refunding Lease Revenue Bonds -i-TABLE OF CONTENTS ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION SECTION 1.01. Definitions ........................................................................................................... 2 SECTION 1.02. Authorization ....................................................................................................... 2 SECTION 1.03. Interpretation .................................. ..................................................................... 2 ARTICLE II The Bonds SECTION 2.01. Authorization of Bonds ..................................................................... ................... 3 SECTION 2.02. Terms of the Bonds ............................................................................................. 3 SECTION 2.03. Transfer and Exchange of Bonds ........................................................................ 4 SECTION 2.04. Book-Entry System ................................................................................... .......... 5 SECTION 2.05. Registration Books .............................................................................................. 7 SECTION 2.06. Form and Execution of Bonds ............................................................................. 7 SECTION 2.07. Bonds Mutilated, Lost, Destroyed or Stolen ........................................................ 7 ARTICLE III Issuance of Bonds; Application of Proceeds SECTION 3.01. Issuance of the Bonds......................................................................................... 8 SECTION 3.02. Application of Proceeds of Sale of Bonds; Transfer of Prior Funds ..................... 8 SECTION 3.03. Establishment and Application of Costs of Issuance Fund ....................... ........... 8 SECTION 3.04. Establishment and Application of Refunding Fund. ............................................. 8 SECTION 3.05. Validity of Bonds .......................................... ....................................................... 9 ARTICLE IV Redemption of Bonds SECTION 4.01. 4.01. Terms of Redemption....................................................................... ................... 9 SECTION 4.02. Selection of Bonds for Redemption ................................................................... 10 SECTION 4.03. Notice of Redemption; Rescission............ ......................................................... 10 SECTION 4.04. Partial Redemption of Bonds ............................................................................. 11 SECTION 4.05. Effect of Redemption ........................................................................................ 11 ARTICLE V Revenues; Funds and Accounts; Payment of Principal and Interest SECTION 5.01. Security for the Bonds; Bond Fund.................................................................... 12 SECTION 5.02. Allocation of Revenues .............................. ....................................................... 12 SECTION 5.03. Application of Interest Account .......................................................................... 13 SECTION 5.04. Application of Principal Account ........................................................................ 13 SECTION 5.05. Reserved ..................................................... ..................................................... 13 SECTION 5.06. Application of Redemption Fund ....................................................................... 13 SECTION 5.07. Insurance and Condemnation Fund .................................................................. 13 SECTION 5.08. Investments ................................................................. ..................................... 15 SECTION 5.09. Valuation and Disposition of Investments .......................................................... 15 ARTICLE VI Covenants of the Authority SECTION 6.01. Punctual Payment ............................................................................................. 17 SECTION 6.02. Extension of Payment of Bonds ........................................................................ 17 SECTION 6.03. Against Encumbrances ..................................................................................... 17 SECTION 6.04. Power to Issue Bonds and Make Pledge and Assignment ................................ 17 SECTION 6.05. Accounting Records ............................................................. ............................. 17 -ii-SECTION 6.06. Limitation on Additional Obligations .................................................................. 18 SECTION 6.07. Tax Covenants .............................................. .................................................... 18 SECTION 6.08. Enforcement of Lease ....................................................................................... 18 SECTION 6.09. Waiver of Laws ................................................................................................. 19 SECTION 6.10. Further Assurances .................................... ....................................................... 19 ARTICLE VII Events of Default and Remedies SECTION 7.01. Events of Default ................................................................. .............................. 19 SECTION 7.02. Remedies Upon Event of Default ...................................................................... 19 SECTION 7.03. Application of Revenues and Other Funds After Default ................................... 20 SECTION 7.04. Trustee to Represent Bond Owners .................................................................. 21 SECTION 7.05. Limitation on Bond Owners' Right to Sue .......................................................... 21 SECTION 7.06. Absolute Obligation of Authority ................................. ....................................... 22 SECTION 7.07. Termination of Proceedings .............................................................................. 22 SECTION 7.08. Remedies Not Exclusive ................................................................................... 22 SECTION 7.09. No Waiver of Default ............................................................... .......................... 22 SECTION 7.10. Notice to Bond Owners of Default ..................................................................... 22 ARTICLE VIII The Trustee SECTION 8.01. Appointment of Trustee ..................................................................................... 23 SECTION 8.02. Acceptance of Trusts; Removal and Resignation of Trustee ............................. 23 SECTION 8.03. Merger or Consolidation .................................................................................... 25 SECTION 8.04. Liability of Trustee ............................................................................................. 25 SECTION 8.05. Right to Rely on Documents................................................... ........................... 27 SECTION 8.06. Preservation and Inspection of Documents ....................................................... 28 SECTION 8.07. Compensation and Indemnification ................................................................... 28 ARTICLE IX Modification or Amendment Hereof SECTION 9.01. Amendments Permitted ................................................. .................................... 29 SECTION 9.02. Effect of Supplemental Indenture ...................................................................... 30 SECTION 9.03. Endorsement of Bonds; Preparation of New Bonds .......................................... 30 SECTION 9.04. Amendment of Particular Bonds ........................................................................ 31 ARTICLE X Defeasance SECTION 10.01. Discharge of Indenture .................................................................................... 31 SECTION 10.02. Discharge of Liability on Bonds ....................................................................... 31 SECTION 10.03. Deposit of Money or Securities with Trustee ................................................... 32 SECTION 10.04. Unclaimed Funds ............................................................................................ 32 ARTICLE XI Miscellaneous SECTION 11.01. Liability of Authority Limited to Revenues ........................................................ 33 SECTION 11.02. Limitation of Rights to Parties and Bond Owners ............................................ 33 SECTION 11.03. Funds and Accounts ....................................................................................... 33 SECTION 11.04. Waiver of Notice; Requirement of Mailed Notice ............................................. 33 SECTION 11.05. Destruction of Bonds ....................................................................................... 34 SECTION 11.06. Severability of Invalid Provisions ..................................................................... 34 SECTION 11.07. Notices ..................................................... ....................................................... 34 SECTION 11.08. Evidence of Rights of Bond Owners ................................................................ 34 SECTION 11.09. Disqualified Bonds .......................................................................................... 35 SECTION 11.10. Money Held for Particular Bonds ................................ ..................................... 35 SECTION 11.11. Waiver of Personal Liability ............................................................................. 35 -iii-SECTION 11.12. Successor Is Deemed Included in All References to Predecessor .................. 36 SECTION 11.13. Execution in Several Counterparts .............................................. .................... 36 SECTION 11.14. Payment on Non-Business Day ...................................................................... 36 SECTION 11.15. Governing Law ............................. ................................................................... 36 APPENDIX A DEFINITIONS APPENDIX B FORM OF BOND INDENTURE OF TRUST This INDENTURE OF TRUST (this “Indenture”), dated for convenience as of January 1, 2013, is between the SAN LEANDRO PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in San Francisco, California, being qualified to accept and administer the trusts hereby created (the “Trustee”). B A C K G R O U N D : 1. The City has previously caused the execution and delivery of its (a) 2001 Certificates of Participation (Joint Project Area Financing) in the aggregate initial principal amount of $5,020,000 (the “2001 Certificates”) for the purpose of financing certain capital projects within or benefit to the Joint Project Area of the Redevelopment Agency of the City of San Leandro and (b) 2003 Certificates of Participation (City Hall Refinancing Project) in the aggregate initial principal amount of $12,550,000 (the “2003 Certificates”) for the purpose of refunding, on a current basis, the City of San Leandro Certificates of Participation (1993 Seismic Retrofit Financing Project), which were executed and delivered to finance improvements to the City Hall of the City and to refund, on an advance basis, the Parking Authority of the City of San Leandro 1982 Parking Lease Revenue Bonds, which were issued to finance certain parking improvements for the City. 2. The City is proceeding to refinance its outstanding 2001 Certificates and its outstanding 2003 Certificates (collectively, the “Prior Certificates”). 3. To that end, the City has leased the real property constituting its City Hall, including land and improvements (the “Leased Property”), to the Authority under a Site Lease dated as of January 1, 2013 (the “Site Lease”), in consideration of the payment by the Authority of an upfront rental payment (the “Site Lease Payment”) which is sufficient to provide funds for the prepayment of the Prior Certificates. 4. The Authority has authorized the issuance of its San Leandro Public Financing Authority 2013 Refunding Lease Revenue Bonds in the aggregate principal amount of $______________ (the “Bonds”) under this Indenture for the purpose of providing the funds to enable the Authority to pay the Site Lease Payment to the City in accordance with the Site Lease. 5. In order to provide revenues which are sufficient to enable the Authority to pay debt service on the Bonds, the Authority has leased the Leased Property back to the City under a Lease Agreement dated as of January 1, 2013 (the “Lease”), under which the City has agreed to pay semiannual Lease Payments as the rental for the Leased Property thereunder. 6. The lease payments made by the City under the Lease have been assigned by the Authority to the Trustee for the security of the Bonds under an Assignment Agreement, dated as of January 1, 2013, between the Authority as assignor and the Trustee as assignee. assignee. -2-7. In order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof, premium (if any) and interest thereon, the Authority has authorized the execution and delivery of this Indenture. 8. The Authority has found and determined, and hereby affirms, that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized. A G R E E M E N T : In order to secure the payment of the principal of and the interest and redemption premium (if any) on all the Outstanding Bonds under this Indenture according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the Authority and the Trustee do hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows: ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION SECTION 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms defined in Appendix A attached to this Indenture have the respective meanings specified in that Appendix when used in this Indenture. SECTION 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Indenture, and has taken all actions necessary to authorize the execution hereof by the officers and persons signing it. SECTION 1.03. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate. -3-(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II THE BONDS SECTION 2.01. Authorization of Bonds. The Authority has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now duly empowered, under each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. The Authority hereby authorizes the issuance of Bonds in the aggregate principal amount of $______________ under the Bond Law for the purposes of providing funds to pay the Site Lease Payment to the City and thereby provide funds to prepay the Prior Certificates. The Bonds are authorized and issued under, and are subject to the terms of, this Indenture and the Bond Law. The Bonds are designated the “San Leandro Public Financing Authority 2013 Refunding Lease Revenue Bonds.” SECTION 2.02. Terms of the Bonds. (a) Payment Provisions. The Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond has more than one maturity date. The Bonds shall mature on December 1 in each of the years and in the amounts, and bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, rates, as follows: Maturity Date Principal Interest Maturity Date Principal Interest (December 1) Amount Rate (December 1) Amount Rate_ (T) (T) (T) Term Bond -4-Interest on the Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: (a) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date, (b) a Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date, or (c) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest is payable on each Interest Payment Date to the persons in whose names the ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date is payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which is given to such Owner by first-class mail not less than 10 days prior to such special record date. The Trustee will pay interest on the Bonds by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee will pay interest on such Bonds on each succeeding Interest Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as as specified in such written request, which written request will remain in effect until rescinded in writing by the Owner. The Trustee will pay principal of the Bonds in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof at the Office of the Trustee. SECTION 2.03. Transfer and Exchange of Bonds. (a) Transfer. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall require the Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of like series, interest rate, maturity and aggregate -5-principal amount. The Authority shall pay the cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of Bonds. (b) Exchange. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations and of the same series, interest rate and maturity. The Trustee shall require the Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. The Authority shall pay the cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange of Bonds. (c) Limitations. The Trustee may refuse to transfer or exchange, under the provisions of this Section 2.03, any Bonds selected by the Trustee for redemption under Article IV, or any Bonds during the period established by the Trustee for the selection of Bonds for redemption. SECTION 2.04. Book-Entry System. (a) Original Delivery. The Bonds will be initially delivered in the form of a separate single fully registered bond (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the Trustee shall register the ownership of each Bond on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the Authority and the Trustee has no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Nominee holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the Authority and the Trustee has no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, ((ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed if the Authority elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal of and premium, if any, and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and the interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the Authority to make payments of principal, interest and premium, if any, -6-under this Indenture. Upon delivery by the Depository to the Authority of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Authority shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository’s book-entry system, the Authority shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. Upon the written acceptance by the Trustee, the Trustee shall agree to take all action reasonably necessary for all representations of the Trustee in such letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of such letter, the Authority may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program. (c) Transfers Outside Book-Entry System. If either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall