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

Participations, but only to the extent indemnified to its satisfaction from any liability or
expenses, including without limitation fees and expenses of its attorneys, or any Owner or
beneficial owner of a Note Participation may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the
Districts or Trustee, as the case may be, to comply with its obligations under this Article XI. A
default under this Article XI shall not be deemed an “Event of Default” under Section 7.01
hereof or under any Note Resolution, and the sole remedy under this Article XI in the event of
any failure of the Districts or the Trustee to comply with this Article XI shall be an action to
compel performance.
Section 11.09. Duties, Immunities and Liabilities of Trustee and
Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its
capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this
Article XI, and the Districts agree to indemnify and save the Dissemination Agent and the
Trustee, their officers, directors, employees and agents, harmless against any loss, expense and
liabilities which it may incur arising out of or in the exercise or performance of its powers and
duties hereunder, including the costs and expenses (including attorneys fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent’s or
Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid
compensation by the Districts for its services provided hereunder in accordance with its schedule
of fees as agreed to between the Dissemination Agent and the Districts from time to time and all
expenses, legal fees and advances made or incurred by the Dissemination Agent in the
performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation
to review any information provided to it by the Districts hereunder and shall not be deemed to be
acting in any fiduciary capacity for the Districts, Owners or any other party. The obligations of
the Districts under this Section shall survive resignation or removal of the Dissemination Agent
or Trustee and payment of the Notes and the Note Participations.
Section 11.10. Beneficiaries. This Article XI shall inure solely to the benefit of
the Districts, the Trustee, the Dissemination Agent, the Participating Underwriters and the
Owners and beneficial owners, from time to time of the Note Participations, and shall create no
rights in any other person or entity.
ARTICLE XII
MISCELLANEOUS
Section 12.01. Benefits of the Trust Agreement Limited to Parties. Nothing
contained herein, expressed or implied, is intended to give to any person other than the Districts,
the Trustee, the Dissemination Agent and the Owners any claim, remedy or right under or
pursuant hereto, and any agreement, condition, covenant or term contained herein required to be
observed or performed by or on behalf of the Districts shall be for the sole and exclusive benefit
of the Trustee and the Owners and their successors.
Section 12.02. Successor Deemed Included in All References to Predecessor.
Whenever either the Districts, the Dissemination Agent, or the Trustee or any officer thereof is
named or referred to herein, such reference shall be deemed to include the successor to the
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