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INDENTURE OF TRUST <br /> This INDENTURE OF TRUST (the "Indenture"), dated as of June 1, 2013, by and <br /> between the CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, a joint powers <br /> authority, operating and acting pursuant to the laws of the State of California (the "Authority") <br /> and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized <br /> and existing under and by virtue of the laws of the United States of America, as trustee (the <br /> "Trustee"). <br /> WITNESSETH: <br /> WHEREAS, the Authority has determined that it is in the interests of the Authority and <br /> the City of Redwood City (the "City") at this time to provide for the refinancing of the <br /> acquisition and construction of certain improvements (the "Project") to the City's water system <br /> (the "Enterprise"), as described in Exhibit A to the Installment Purchase Contract (defined <br /> below); and <br /> WHEREAS, in order to finance certain improvements to the Enterprise, the City and the <br /> Authority have previously entered into an Installment Purchase Contract, dated as of February 1, <br /> 2005 (the"2005 Installment Purchase ContracY'); and <br /> WHEREAS, pursuant to an Indenture of Trust, dated as of February l, 2005 (the "2005 <br /> Indenture") between the Authority and The Bank of New York Trust Company, N.A., as trustee <br /> (the "Prior Trustee"), the Authority issued its Water Revenue Bonds, Series 2005A, in the <br /> original principal amount of$35,790,000, of which $29,305,000 remains outstanding (the "Prior <br /> Bonds"), secured by payments made by the City pursuant to the 2005 Installment Purchase <br /> Contract; and <br /> WHEREAS, in order to provide moneys to prepay the City's obligations under the 2005 <br /> Installment Purchase Contract, the City and the Authority have entered in to that certain <br /> Installment Purchase Contract, dated as of June 1, 2013 (the "Installment Purchase ContracY'); <br /> and . <br /> WHEREAS, the Authority is authorized under the Mazks Roos Local Bond Pooling Act <br /> of 1985 (commencing with Section 6584 of the California Government Code) (the "Act") to <br /> incur indebtedness to refinance public capital improvements (as such term is defined in the Act); <br /> and <br /> WI-iEREAS, in order to refinance the Prior Bonds, the Authority has decided to issue its <br /> Water Revenue Refunding Bonds, Series 2013 in an aggregate principal amount of$26,870,000, <br /> secured by the Revenues (as provided herein); and <br /> WHEREAS, the Authority hereby certifies that all acts, conditions and things required by <br /> law to exist, to have happened and to have been performed precedent to and in connection with <br /> the execution and entering into of this Indenture by such party does exist, have happened and <br /> -1- <br /> 338471 1.DOC <br />