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-1- <br />INDENTURE OF TRUST <br />THIS INDENTURE OF TRUST (this "Indenture") is made and entered into and dated as <br />of _______ 1, 2014, by and betweenthe SUCCESSOR AGENCYTO THE REDEVELOPMENT <br />AGENCY OF THE CITY OF SAN LEANDRO, a public entity duly createdand existing under the <br />laws of the State of California (the "Successor Agency"), and U.S. BANK NATIONAL <br />ASSOCIATIONa national bankingassociation organized and existing under the laws of the <br />United States of America, as trustee (the "Trustee"); <br />W I T N E S S E T H: <br />WHEREAS, the Redevelopment Agency of the City of San Leandro(the “Former <br />Agency”)was a public body, corporate and politic, duly established and authorized to transact <br />business and exercise powers under and pursuant to the provisions of the Community <br />Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the Health <br />and Safety Code of the State (the "Law"); <br />WHEREAS, redevelopment plansfor the redevelopment project areasdesignated the <br />"Plaza 1 Project Area,”the “Plaza 2 Project Area,”the “Redevelopment Plan for the West San <br />Leandro/MacArthur BoulevardProjectArea”and the “Alameda County-City of San Leandro <br />Project Area” in the City of San Leandro, California (collectively, the "RedevelopmentProjects") <br />wereadopted in compliance with all requirements of the Law; <br />WHEREAS, pursuant to Section 34172(a) of the California Health and Safety Code <br />(unless otherwise noted, Section references hereinafter being to such Code), the <br />Redevelopment Agency of the City of San Leandro (the “Former Agency”) has been dissolved <br />and no longer exists as a public body, corporateand politic, and pursuant to Section 34173,and <br />the City of San Leandro (the “City”) has become the successor entity to the Former Agency (the <br />“Successor Agency”); <br />WHEREAS, prior to the dissolution of the Former Agency, the Former Agency issued its <br />Plaza 1 and Plaza 2 Redevelopment Project 1993 Tax Allocation Bonds, Series A (the “1993 <br />Bonds”) for the purpose of financing redevelopment activities of the Former Agency; <br />WHEREAS,prior to dissolution of the Former Agency, the Former Agency issuedits <br />Redevelopment Agency of the City of San Leandro Plaza Redevelopment Project Tax Allocation <br />Bonds, Series 2002, in the initial principal amount of $15,935,000(the “2002 Bonds”)for the <br />purposeof providing additional funds to finance its redevelopment activitiesand of providing <br />funds to refund the 1993 Bonds; <br />WHEREAS, prior to dissolution of the Former Agency, the Former Agencyalsoissued <br />itsRedevelopment Agency of the City of San LeandroWest San Leandro/MacArthur Boulevard <br />Project Tax Allocation Bonds, Series 2004, in the initial principal amount of $5,500,000 (the <br />“2004 Bonds”and together with the 2002Bonds, the “Prior Bonds”) for the purpose of financing <br />redevelopment activities of the Former Agency; <br />WHEREAS, prior to dissolution of the Former Agency, the FormerAgency also issued <br />its Redevelopment Agency of the City of San Leandro Alameda County -City of San Leandro <br />Redevelopment Project Tax Allocation Bonds, Series 2008, inthe initial principal amount of