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

REDEMPTION: The Note Participations are not subject to redemption prior to maturity.
PAYMENT: The principal of and interest on the Note Participations are payable in lawful money of the
United States of America upon the surrender thereof at maturity at the corporate trust office of U.S. Bank
National Association, in Los Angeles, California.
REGISTRATION: The Note Participations will be issued only in fully registered book-entry form,
registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, New York, New
York. See the discussion of “Book-Entry System” in the Preliminary Official Statement.
PURPOSE: The Note Participations are being issued for the purpose of providing operating cash for the
Participants prior to the receipt of anticipated property tax revenues and other revenues.
SECURITY: The Note Participations evidence and represent a proportionate and undivided interest in
debt service payments on the respective Notes to be made by the Participants. Each Participant has
pledged certain Unrestricted Revenues (as defined in the Preliminary Official Statement) for the payment
of the principal of and interest on its Note, but no Participant has any obligation to pay the principal of or
interest on the Note of any other Participant. The Notes are general obligations of the respective
Participants, and to the extent the Notes are not paid from revenues pledged for the payment of the Notes,
the Notes shall be paid with interest thereon from any other moneys of the Participants lawfully available
therefor. Payments by a Participant of the principal of and interest on its Note shall fully discharge the
obligation of such Participant to the Owners (as set forth in the Preliminary Official Statement) of the
Note Participations, notwithstanding nonpayment by one or more other Participants.
Each of the Participants have authorized in their respective Note Resolutions a second series of tax and
revenue anticipation notes (the “Additional Notes”) to be payable from Unrestricted Revenues on parity
with such Participant’s Note. Such Additional Notes, if any, may be issued upon satisfaction of certain
conditions in the respective Note Resolution. See the discussion of Additional Notes in the Preliminary
Official Statement.
The obligation of each Participant is a several and not a joint obligation and is strictly limited to
such Participant’s repayment obligation under the applicable provisions of the respective
Participant’s resolution and Note.
See the discussion of “Sources of Payment for the Note Participations” in the Preliminary Official
Statement.
TRUSTEE: U.S. Bank National Association, Los Angeles, California, has been appointed trustee for the
payment of principal and interest and for the registration of the Note Participations, and holds in trust the
funds and accounts established pursuant to the Trust Agreement.
TAX STATUS: In general, in the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the
Participants (“Bond Counsel”), interest on the Notes represented by the Note Participations is excluded
from gross income for federal income tax purposes under Section 103 of the of the Internal Revenue Code
of 1986 (the “Code”) and is exempt from State of California personal income taxes. See “Tax Matters” in
the Preliminary Official Statement hereinafter mentioned for a more detailed discussion.
CONTINUING DISCLOSURE: In order to assist bidders in complying with Rule 15c2-12(b)(5)
promulgated under the Securities Exchange Act of 1934 (the “Rule”), each of the Participants have
covenanted in the respective Trust Agreement for the benefit of Owners of Note Participations to provide
notices of the occurrence of certain enumerated events, if deemed by the Participants to be material. A
OHS West:260901013.1
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