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-27- <br />ARTICLE IV <br />SECURITY OF BONDS; FLOW OF FUNDS <br />Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, <br />the Bonds and any Parity Debt shall be equally secured by a pledge of, security interest in and <br />lien on all of the Tax Revenues, including all of the Tax Revenuesin the Redevelopment <br />Obligation Retirement Fundand a first and exclusive pledge of, security interest in and lien upon <br />all of the moneys in the Debt Service Fund, the Interest Account,the Principal Account, the <br />Sinking Account and the Redemption Account,without preference or priority for series, issue, <br />number, dated date, sale date, date of execution or date of delivery. The Bonds and all Parity <br />Debt shall be additionally secured by a first and exclusive pledge of, security interest in and lien <br />upon allof the moneys in the Reserve Account established by Section 4.03(d). The Bonds shall <br />be also equally secured by the pledge and lien created with respect to the Bonds by Section <br />34177.5(g)of the Law on moneys deposited from time to time in the Redevelopment Property <br />Tax Trust Fund. Except for the Tax Revenues and such moneys, no funds or properties of the <br />Successor Agencyshall be pledged to, or otherwise liable for, the payment of principal of or <br />interest on the Bonds. Notwithstanding the foregoing, thepayment of debt service on the Bonds <br />shall be subordinate to the paymentof(i) amounts required to pay debt service on the 2008 <br />Bonds or otherwisebe deposited in the Special Fund under the 2008 Indenture, but only to the <br />extent such amounts are payable from property tax revenues derived from the Alameda County- <br />City of San Leandro Project Area, (ii) amounts payable pursuant to the Pass-Through <br />Agreements, but only to the extent such amounts are payable from the Plaza Project Area, (iii) <br />amounts payable under the Fiscal Agreements[and the Development Agreement], but only to <br />the extent such amounts are payable from property tax revenues derived from the Alameda <br />County-City of San Leandro Project Area, and (iv) amounts payable to the County, or required <br />to be spent within that portion of the Alameda County-City of San Leandro Project Area outside <br />of the City limits pursuant to the Project Area Agreement, but only to the extent such amounts <br />are payable, or required to be spent using monies,from property tax revenues derived from the <br />Alameda County-City of San Leandro Project Area <br />In consideration of the acceptance of the Bonds by those who shall hold the same from <br />time to time, this Indenture shall be deemed to be and shall constitute a contract between the <br />Successor Agencyand the Owners from time to time of the Bonds, and the covenants and <br />agreements herein set forth to be performed on behalf of the Successor Agencyshall be for the <br />equal and proportionate benefit, security and protection of all Owners of the Bonds without <br />preference, priority or distinction as to security or otherwise of any of the Bonds over any of the <br />others by reason of the number or date thereof or the time of sale, execution and delivery <br />thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. <br />Section 4.02. Redevelopment Obligation RetirementFund; Deposit of Tax Revenues. <br />The Successor Agencyhas heretofore established the Redevelopment Obligation Retirement <br />Fund pursuant to Section 34170.5(a) of the Law which the Successor Agency shall continue to <br />hold and maintain so long as any of the Bonds are Outstanding. <br />The Successor Agency shall depositall of the Tax Revenues received with respect to <br />any Semiannual Periodinto the Redevelopment Obligation RetirementFund promptly upon <br />receipt thereof by the Successor Agency. All Tax Revenues received by the Successor Agency <br />in excess of the amount required to pay debt service onthe Bonds andany Parity Debtand <br />except as may be provided to the contrary in anyin this Indenture orParity Debt Instrument, <br />shall be released from the pledge and lien hereunder and shall be applied in accordance with