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

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

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for its share of (a) the fees of the Trustee and the costs of issuing the applicable Series of Note<br />

Participations, and (b) if applicable, the fees of the Credit Provider, the Issuer’s allocable share<br />

of all Predefault Obligations and Reimbursement Obligations, if any (each as defined in the Trust<br />

Agreement) and in the event that the Note is sold on a stand-alone basis, the <strong>District</strong> will be<br />

responsible for (a) the fees of the Trustee and the costs of issuing the applicable Series of Note<br />

Participations, and (b), if applicable, the fees of the Credit Provider, all Predefault Obligations<br />

and the Reimbursement Obligations, if any, related to such Series of Note Participations;<br />

WHEREAS, pursuant to the Program, in the event that other Issuers participate<br />

with the <strong>District</strong> in a Series of notes sold into a pool, the Note and the notes issued by other<br />

Issuers, if any, participating in the same Series (all as evidenced and represented by a Series of<br />

Note Participations) will be offered for public sale pursuant to procedures set forth herein and in<br />

the Official Notice of Sale, substantially in the form of the Official Notice of Sale presented to<br />

this <strong>meeting</strong> or otherwise to the Board (the “Official Notice of Sale”) or, in the alternative, as<br />

provided herein, through negotiation with the Underwriter or directly to a purchaser or<br />

purchasers under the terms of a placement or purchase agreement, which shall be substantially in<br />

the form of the purchase agreement presented to this <strong>meeting</strong> or otherwise to the Board (the<br />

“Purchase Agreement”) approved by an Authorized <strong>District</strong> Representative;<br />

WHEREAS, the <strong>District</strong> has determined that it may be desirable to provide for<br />

the issuance of an additional parity note or notes (the “Parity Note”) during the Repayment<br />

Fiscal Year, the principal and interest on which will be secured by Pledged Revenues, hereinafter<br />

defined, on a parity with the Note; and<br />

WHEREAS, it is necessary to engage the services of certain professionals to<br />

assist the <strong>District</strong> in its participation in the Program;<br />

as follows:<br />

NOW, THEREFORE, the Board hereby finds, determines, declares and resolves<br />

Section 1.<br />

so finds and determines.<br />

Recitals. All the above recitals are true and correct and this Board<br />

Section 2. Authorization of Issuance. This Board hereby determines to<br />

borrow, and, to the extent required by the Act, requests the Board of Supervisors of the County<br />

to borrow on behalf of the <strong>District</strong>, solely for the purpose of anticipating taxes, income, revenue,<br />

cash receipts and other moneys to be received, accrued or held by the <strong>District</strong> and provided for or<br />

attributable to the Repayment Fiscal Year, and not pursuant to any common plan of financing of<br />

the <strong>District</strong>, by the issuance by the Board of Supervisors of the County, in the name of the<br />

<strong>District</strong>, the Note, which may be issued in one or more series, in a combined amount not to<br />

exceed the Principal Amount under Sections 53850 et seq. of the Act, designated the “<strong>Irvine</strong><br />

<strong>Unified</strong> <strong>School</strong> <strong>District</strong> 2010-11 Tax and Revenue Anticipation Note” with an appropriate series<br />

designation if more than one series is issued, to be issued in the form of fully registered notes, to<br />

be dated the date of delivery to the respective initial purchaser thereof, to mature (with or<br />

without option of prior redemption at the election of the <strong>District</strong>) not more than 15 months after<br />

each such delivery date on a date indicated on the face thereof and determined in the related<br />

Pricing Confirmation (as it pertains to each series, the “Maturity Date”), and to bear interest,<br />

OHS West:260886960.2 4<br />

Page 51

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