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

Participant, will be encumbered for a special purpose unless an equivalent amount of the proceeds of the
Note is set aside and used for said special purpose.
To effect the pledge referred to in the preceding paragraph, each Participant has agreed pursuant to
its respective Note Resolution to the establishment and maintenance by the Trustee of a Payment Account
as a special fund of such Participant (each, a “Payment Account”) within the Note Participation Payment
Fund under the Trust Agreement. Each Participant has agreed to cause to be deposited (and to request
specific amounts from the respective Participant’s funds on deposit with the Orange County Treasurer-Tax
Collector (the “County Treasurer”) for such purpose) directly therein, and pro rata if more than one series
of Notes are issued, in the following amounts on or before the last Business Day of each of the following
months: an amount equal to __ percent of the principal amount of and interest due on such series of Notes
from the first Unrestricted Revenues received by the Participant in the month of ________, 2011 and an
amount equal to __ percent of the principal amount of and interest due on its respective Note from the first
Unrestricted Revenues received by the Participant in the month of ________, 2011 and an amount equal to
__ percent of the principal amount of and interest due on its respective Note from the first Unrestricted
Revenues received by the Participant in the month of ________, 2011 as sequentially numbered
Repayment Months (each, a “Repayment Month”). If on the last Business Day (as defined in the Trust
Agreement) of each such Repayment Month, the Participant has not received sufficient Unrestricted
Revenues to permit the deposit into the Payment Account of the full amount of Pledged Revenues to be
deposited in the Payment Account from said Unrestricted Revenues in said month, then the amount of any
deficiency will be satisfied and made up from any other moneys of the Participant lawfully available for
the payment of the principal of the Note and the interest thereon, as and when such other moneys are
received or are otherwise legally available. In connection therewith, each Participant has authorized the
County Treasurer to transfer any Participant funds then held or later received by the County Treasurer to
the Trustee for deposit into the Participant’s Payment Account to satisfy and make up any such deficiency
of Unrestricted Revenues. Appendix C hereto sets forth estimated debt service coverage by Repayment
Month and at maturity with respect to each Participant’s Note obligation.
On the Maturity Date of the Notes, the moneys in the respective Payment Account shall be
transferred by the Trustee, to the extent necessary, to pay the principal of and interest on the related series
of Notes. In the event that moneys in the respective Payment Account are insufficient to pay the principal
of and interest on the Notes in full on the Maturity Date, moneys in the respective Payment Account shall
be applied in the following priority: first, to pay interest on the related series of notes and second, to pay
principal of the related series of notes, and thereafter to any unpaid principal and interest on notes of the
applicable Participant. Any moneys remaining in or accruing to the respective Payment Account after the
principal of the Notes and the interest thereon have been paid, or provision for such payment has been
made, shall be transferred by the Trustee to the Participant, subject to any other disposition required by the
Trust Agreement. On the Maturity Date of the Notes, the Trustee will transfer any and all interest earnings
on amounts in the respective Payment Account into the respective General Fund of each Participant.
Nothing herein shall be deemed to relieve the Participant from its obligation to pay its Note in full on the
Maturity Date. See “Summary of the Note Resolutions – Remedies” herein and Appendix B – “Summary
of the Trust Agreement – Application of Funds Upon Event of Default” attached hereto.
Additional Parity Notes
Each Additional Parity Note, if issued, will also be payable from Unrestricted Revenues and such
other sources as provided in the respective Participant’s Note Resolution in the same manner as the Note.
Payments with respect to the Note and Additional Parity Note will be made on a pro rata basis.
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