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

WHEREAS, the Program requires the Issuers participating in any particular
Series to deposit their tax and revenue anticipation notes with a trustee, pursuant to a trust
agreement with respect to such Series (each applicable to a separate Series of Note
Participations, a “Trust Agreement”), a form of which has been presented to this meeting or
otherwise to the Board, between such Issuers in such Series and U.S. Bank National Association,
as trustee (the “Trustee”);
WHEREAS, the Trust Agreement provides, among other things, that for the
benefit of Owners of Note Participations (each, a “Noteholder”), that the respective Issuer or
Issuers shall provide notices of the occurrence of certain enumerated events, if deemed by the
respective Issuer or Issuers to be material;
WHEREAS, the Program requires the Trustee, pursuant to the Trust Agreement,
to execute and deliver the Note Participations evidencing and representing proportionate,
undivided interests in the payments of principal of and interest on the tax and revenue
anticipation notes issued by the Issuers comprising such Series;
WHEREAS, the District desires to have the Trustee execute and deliver (i) a
Series of Note Participations which evidence and represent interests of the owners thereof in the
Note and the notes issued by other Issuers simultaneously therewith if the Authorized Officer
determines at the time of sale of the Note that participation in such Program is in the best
financial interests of the District or, alternatively, requests that the Board of Supervisors of the
County borrow, on the District’s behalf, the Principal Amount by the issuance of the Note;
WHEREAS, as additional security for the owners of the Note Participations, all
or a portion of the payments by all of the Issuers of their respective notes may or may not be
secured either by an irrevocable letter (or letters) of credit or policy (or policies) of insurance or
other credit instrument (or instruments) (collectively, the “Credit Instrument”) issued by the
credit provider or credit providers designated in the Trust Agreement, as finally executed
(collectively, the “Credit Provider”), which may be issued pursuant to a credit agreement or
agreements or commitment letter or letters designated in the Trust Agreement, as finally
executed (collectively, the “Credit Agreement”) between the Issuers and/or the Trustee and the
respective Credit Provider;
WHEREAS, the net proceeds of the Note may be invested under an investment
agreement with an investment provider to be determined on the basis of a competitive bid
initiated by the Department, as Program Sponsor and set forth in the Pricing Confirmation;
WHEREAS, the Program requires that each participating Issuer approve the
Trust Agreement and the form of, or provision for, a Credit Instrument, if any, in substantially
the forms presented to the Board, or, in the case of the Credit Instrument, if any, if not presented,
in a form which complies with such requirements and standards as may be determined by the
Board with the final form of Trust Agreement, type of Credit Instrument and corresponding
Credit Agreement determined and specified in the Pricing Confirmation;
WHEREAS, pursuant to the Program, in the event that other Issuers participate
with the District in a Series of notes sold into a pool, each participating Issuer will be responsible
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