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reconvene regular meeting: 7:00 pm - Irvine Unified School District

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provided that, no such amendment shall reduce the rate of interest or amount of principal or<br />

extend the time of payment thereof with respect to any Note.<br />

Section 6.03. Observance of Laws and Regulations. The <strong>District</strong>s will<br />

faithfully observe and perform all lawful and valid obligations or regulations now or hereafter<br />

imposed on them by contract, or prescribed by any state or national law, or by any officer, board<br />

or commission having jurisdiction or control, as a condition of the continued enjoyment of each<br />

and every franchise, right or privilege now owned or hereafter acquired by them, including their<br />

right to exist and carry on their respective businesses, to the end that such observance or<br />

performance is material to the transactions contemplated hereby.<br />

Section 6.04. Tax Covenants. (a) Each <strong>District</strong> will not take any action or fail<br />

to take any action, if such action or failure to take such action would adversely affect the<br />

exclusion from gross income of the interest payable on the <strong>District</strong>’s Note, as evidenced and<br />

represented by the Note Participations, under Section 103 of the Code. Each <strong>District</strong> will not<br />

directly or indirectly use or permit the use of any proceeds of the Note Participations or the<br />

obligations which they evidence and represent or any other funds held hereunder or take or omit<br />

to take any action that would cause the Note Participations or the obligation which they represent<br />

to be “private activity bonds” within the meaning of Section 141(a) of the Code or obligations<br />

which are “federally guaranteed” within the meaning of Section 149(b) of the Code.<br />

(b) Each <strong>District</strong> will not directly or indirectly use or permit the use of any<br />

proceeds of the Note Participations or the obligations which they represent or any other funds<br />

held hereunder or take or omit to take any action that would cause the Note Participations or the<br />

obligations which they evidence and represent to be “arbitrage bonds” within the meaning of<br />

Section 148 of the Code. To that end, each <strong>District</strong> has covenanted to comply with all<br />

requirements of Section 148 of the Code to the extent applicable to each Series of Notes. In the<br />

event that at any time any <strong>District</strong> is of the opinion (which opinion may be based on an Opinion<br />

of Counsel), that for purposes of this Section 6.04(b) it is necessary to restrict or to limit the yield<br />

on the investment of any moneys held by the Trustee under this Trust Agreement with respect to<br />

such <strong>District</strong>, such <strong>District</strong> shall so instruct the Trustee in writing, and the Trustee shall take such<br />

action as may be necessary in accordance with such instructions.<br />

Section 6.05. Liens. So long as any Note Participations are Outstanding, or any<br />

Predefault Obligation or Reimbursement Obligation is outstanding, the <strong>District</strong>s will not create<br />

or suffer to be created any pledge of or lien on the Notes other than the pledge and lien hereof.<br />

Section 6.06. Accounting Records and Statements. The Trustee shall keep<br />

proper books of record and account in accordance with industry standards in which complete and<br />

correct entries shall be made of all transactions made by the Trustee relating to the receipt,<br />

investment, disbursement, allocation and application of all funds received by the Trustee<br />

hereunder. Such records shall specify the account or fund to which each investment (or portion<br />

thereof) held by the Trustee is to be allocated and shall set forth, in the case of each investment:<br />

(a) its purchase price; (b) identifying information, including par amount, coupon rate, and<br />

payment dates; (c) the amount received at maturity or its sale price, as the case may be; (d) the<br />

amounts and dates of any payments made with respect thereto; and (e) such documentation as is<br />

OHS West:260889233.1 15<br />

Page 1<strong>00</strong>

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