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

[Except as discussed below, the Participants have never failed to comply in all material respects
with any previous undertakings with regard to said Rule to provide annual reports or notices of material
events. Due to an administrative oversight, Capistrano Unified School District beginning in May 2009,
Centralia School District beginning in March 2008 and Saddleback Valley Unified School District
beginning in June 2008 did not file with an appropriate repository in a timely manner notice of rating
changes relating to outstanding bonds that are insured by financial guaranty policies issued by municipal
bond insurers that received downgrades from Moody’s, S&P and/or Fitch. Capistrano Unified School
District, Centralia School District and Saddleback Valley Unified School District have since filed all
required notices relating to rating changes. The Participants are now in compliance with respect to their
continuing disclosure undertakings.]
The undertakings regarding material event disclosure set forth in the Trust Agreement may be
amended, and any provision thereof may be waived, by written agreement of the parties thereto, without
the consent of the Owners of the Note Participations (except to the extent required under clause (3)(ii)
below), if all of the following conditions are satisfied: (1) such amendment or waiver is made in
connection with a change in circumstances that arises from a change in legal requirements, a change in
law, or a change in the identity, nature or status of the Participants or the type of business conducted
thereby; (2) the undertakings therein as so amended or waived would, in the opinion of nationally
recognized bond counsel or counsel expert in federal securities laws addressed to the Participants and the
Trustee, have complied with the requirements of Rule 15c2-12 (the “Rule”) at the time of the primary
offering of the Note Participations, after taking into account any amendments or interpretations of the Rule,
as well as any change in circumstances; (3) the proposed amendment or waiver either (i) is approved by the
Owners in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the
consent of the Owners, or (ii) does not, in the opinion of the nationally recognized bond counsel or counsel
expert in federal securities laws addressed to the Participants and the Trustee, materially impair the
interests of the owners of Note Participations; and (4) the Participants shall have delivered copies of such
opinion and amendment to the Repository.
The Participants’ obligations under the Trust Agreement shall terminate upon the defeasance, prior
redemption or payment in full of all of the Notes and the Note Participations. The undertakings in the
Trust Agreement relating to continuing disclosure shall inure solely to the benefit of the Participants, the
Trustee, in its capacity as the Dissemination Agent, the Underwriter 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.
MISCELLANEOUS
This Official Statement is not to be construed as a contract or agreement between the Participants
and the purchasers or Owners of any of the Note Participations. This Official Statement speaks only as of
its date, and the information contained herein is subject to change. Neither the County nor the Participants
have entered into any contractual arrangement to provide information on a continuing basis to investors or
any other party. Any statements made in this Official Statement involving matters of opinion, whether or
not expressly so stated, are intended merely as opinions and not as representations of fact. The information
and expressions of opinion herein are subject to change without notice and neither the delivery of this
Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that
there has been no change in affairs in the Participants since the date hereof.
The delivery of this Official Statement has been duly authorized by the governing board of each
Participant.
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