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

payable, from the Payment Account held by the Trustee in the name of the District in the manner
set forth herein. The District hereby covenants to deposit funds in such account at the time and
in the amount specified herein to provide sufficient moneys to pay the principal of and interest
on the Note on the day on which it matures. Payment of the Note shall be in accordance with the
terms of the Note and this Resolution.
The District hereby agrees to maintain as paying agent, registrar and
authenticating agent of the Note, the Trustee under the Trust Agreement.
Section 14. Approval of Actions. The aforementioned officers of the County
or the District, as applicable, are hereby authorized and directed to execute the Note and cause
the Trustee to authenticate and accept delivery of the Note, pursuant to the terms and conditions
of this Resolution and the Trust Agreement. All actions heretofore taken by the officers and
agents of the County, the District or this Board with respect to the sale and issuance of the Note
and participation in the Program are hereby approved, confirmed and ratified and the officers and
agents of the County and the officers of the District are hereby authorized and directed, for and
in the name and on behalf of the District, to do any and all things and take any and all actions
and execute any and all certificates, agreements and other documents which they, or any of them,
may deem necessary or advisable in order to consummate the lawful issuance and delivery of the
Note in accordance with, and related transactions contemplated by, this Resolution. The officers
of the District referred to above in Section 4 hereof, the Representative and the officers of the
County referred to above in Section 9 hereof, are each hereby designated as an “Authorized
District Representative” under the Trust Agreement.
Section 15. Credit Enhancement and Other Actions. The Representative is
authorized and directed, for the benefit and in the name of the Program and the District, to
purchase municipal bond insurance or other credit enhancement at market rates with respect to a
respective Note and/or all or part of the Note Participations, if the Representative determines
with the advice of the Financial Advisor and Bond Counsel that it will be advantageous to the
respective Issuers to purchase such insurance or other credit enhancement. The Representative
and the Financial Advisor are further authorized to take such additional steps as may be required
to effect the purchase of municipal bond insurance or other credit enhancement which may be
issued pursuant to a Credit Agreement among the respective Issuers and/or the Trustee and the
respective credit provider and the award of such municipal bond insurance or other credit
enhancement, if any, as solicited from qualified providers, which shall be identified and
approved in the related Pricing Confirmation. As provided in Section 4 hereof, an Authorized
Officer is authorized and directed to execute and deliver the related Pricing Confirmation
confirming that the interest rate or rates and price or prices and other terms of the sale of the
respective series of Note are acceptable to the District, and the Authorized Officer is hereby
further authorized and directed to execute and deliver such other documents or certificates
required to be executed and delivered thereunder or to consummate the transaction contemplated
hereby or thereby, for and in the name and on behalf of the District, such approval by this Board
and such Authorized Officer to be conclusively evidenced by such execution and delivery.
Subject to Section 8 hereof, the District hereby agrees that if the respective Note
as evidenced and represented by the Series of Note Participations shall become a Defaulted Note,
the unpaid portion thereof or the portion to which a credit instrument applies for which no
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