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-2- <br />$27,530,000 (the “2008 Bonds”) for the purpose of financing redevelopment activities of the <br />Former Agency; <br />WHEREAS, Section 34177.5 of the Law authorizes the Successor Agency to undertake <br />proceedings for the refunding of outstanding bonds and other obligations of the Former Agency, <br />subject to the conditions precedent contained in said Section 34177.5; <br />WHEREAS, Assembly Bill X1 26, effectiveJune 29, 2011, together with AB 1484, <br />effective June 27, 2012 (“AB 1484”), resultedinthe dissolution of the Former Agencyas of <br />February 1, 2012, and the vesting in the Successor Agencyof all of the authority, rights, <br />powers,duties and obligations of the Former Agency; <br />WHEREAS, AB 1484, among other things,authorizes the Successor Agencyto issue <br />bonds pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division <br />2 of Title 5 of the Government Code (the “Refunding Law”) for the purpose of achieving debt <br />service savingswithin the parameters set forth saidSection 34177.5; <br />WHEREAS, the Successor Agencyhas determined that it willachieve debt service <br />savings within such parametersby the issuance pursuant to the Law and the Refunding Law of <br />its $_________aggregate principal amount of Successor Agencyto the Redevelopment <br />Agency of the City of San Leandro 2014 Subordinate Tax Allocation RefundingBonds <br />(Redevelopment Projects)(the “Bonds”) to provide funds to refund the PriorBonds; <br />WHEREAS, the payment of debt service on the Bonds will be subordinate to(i) amounts <br />payable under the Pass-Through Agreements (as such term is defined herein),but only to the <br />extent such amounts are payable from property tax revenues derived from the Plaza Project <br />Area (as such term is defined herein), (ii) amounts payable under theDevelopment Agreement <br />andthe Fiscal Agreements (as such terms aredefined herein),but only to the extent such <br />amounts are payable from property tax revenues derived from the Alameda County-City of San <br />Leandro Project Area(as such term is defined herein), and (iii) the payment of debt service on <br />the 2008, but only to the extent such amounts are payable from property tax revenues derived <br />from the Alameda County-City of San Leandro Project Area; <br />WHEREAS, in order to provide for the authentication and delivery of the Bonds, to <br />establish and declare the terms and conditions upon which the Bonds are to be issued and <br />secured and to secure the payment of the principal thereof and interest and redemption <br />premium(if any) thereon, the Successor Agencyand the Trustee have duly authorized the <br />execution and delivery of this Indenture; and <br />WHEREAS, all acts and proceedings required by law necessary to make the Bonds <br />when executed by the Successor Agency, and authenticated and delivered by the Trustee, the <br />valid, binding and legal special obligations of the Successor Agency, and to constitute this <br />Indenture a legal, valid and binding agreement for the uses and purposes herein set forth in <br />accordance with its terms, have been done or taken; <br />NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the <br />payment of the principal of and the interest and redemption premium (if any) on all the Bonds <br />issued and Outstanding under this Indenture, according to their tenor, and to secure the <br />performance and observance of all the covenants and conditions therein and herein set forth, <br />and to declare the terms and conditions upon and subject to which the Bonds are to be issued <br />and received, and in consideration of the premises and of the mutual covenants herein