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

judgment of such rating agency, circumstances so warrant. Any downward revision or withdrawal of the
rating may have an adverse effect on the trading value and the market price of the Note Participations.
LEGAL MATTERS
The validity of the Note Participations and certain other legal matters are subject to the approving
opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel to the Participants.
A complete copy of the proposed form of Bond Counsel opinion is contained in Appendix D hereto and
will accompany the Note Participations. Bond Counsel undertakes no responsibility for the accuracy,
completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the
Participants by Hawkins Delafield & Wood LLP, Los Angeles, California, Disclosure Counsel to the
Participant and for the Underwriter by its counsel ___________. Payment of the fees and expenses of
Bond Counsel and Disclosure Counsel are contingent upon the sale and delivery of the Note Participations.
UNDERWRITING
[Underwriter] (the “Underwriter”) has agreed, subject to the satisfaction of certain conditions, to
purchase the Note Participations from the Participants at a purchase price of $__________ (representing
the principal amount of the Note Participations, plus a premium of $__________ less Underwriter’s
discount of $__________). The initial public offering price may be changed from time to time by the
Underwriter. The Underwriter may offer and sell the Note Participations to certain dealers and others at
prices lower than the initial offering price.
FINANCIAL ADVISOR
The Participants have retained Tamalpais Advisors, Inc., Sausalito, California, as Financial
Advisor (the “Financial Advisor”) in connection with the execution and delivery of the Note Participations
and certain other financial matters. The Financial Advisor is not obligated to undertake, and has not
undertaken to make an independent verification of the accuracy, completeness or fairness of the
information contained in this Official Statement. The Financial Advisor is an independent advisory firm
and is not engaged in the business of underwriting, trading or distributing municipal securities or other
negotiable instruments. Payment of the fees and expenses of the Financial Advisor is contingent upon the
sale and delivery of the Note Participations.
CONTINUING DISCLOSURE
Pursuant to the Trust Agreement, the Participants have agreed to provide, or cause to be provided,
to the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System
(the “Repository”), if any, in a timely manner notice of the following “Listed Events” with respect to such
Participant’s Note and the Note Participations if determined by the Participant to be applicable and
material: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3)
modification to the rights of the Owners; (4) contingent or unscheduled redemption of any Notes or Note
Participations; (5) defeasances; (6) rating changes; (7) adverse tax opinions or events adversely affecting
the tax-exempt status of the Notes or the Note Participations; (8) unscheduled draws on any debt service
reserves reflecting financial difficulties; and (9) any release, substitution or sale of property securing
repayment of the Notes or Note Participations. These covenants have been made in order to assist the
Underwriter in complying with SEC Rule 15c2-12(b)(5). There are currently no debt service reserves,
credit enhancements or liquidity providers in place with respect to the payment of principal of and interest
on the Notes, and the Notes are not subject to prepayment prior to maturity in accordance with their terms.
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