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

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Series __-__ Repayment Months:<br />

First Repayment Month:<br />

Second Repayment Month:<br />

Third Repayment Month:<br />

Fourth Repayment Month:<br />

Fifth Repayment Month:<br />

Sixth Repayment Month:<br />

Percentage of total principal and interest<br />

due on Series __-__ Note at maturity<br />

Percentage of total principal and interest<br />

due on Series __-__ Note at maturity<br />

Percentage of total principal and interest<br />

due on Series __-__ Note at maturity<br />

Percentage of total principal and interest<br />

due on Series __-__ Note at maturity<br />

Percentage of total principal and interest<br />

due on Series __-__ Note at maturity<br />

Percentage of total principal and interest<br />

due on Series __-__ Note at maturity<br />

%<br />

%<br />

%<br />

%<br />

%<br />

%<br />

The Participant hereby directs that immediately upon the delivery of the Note<br />

Participations, the Trustee shall, in accordance with Section 3.03 of the Trust Agreement,<br />

transfer all amounts on deposit in the Participant’s Proceeds Subaccount to the Participant (in<br />

care of the Orange County Department of Education (the “Department”)) for deposit to the credit<br />

of the Participant in the Orange County Treasurer’s Orange County Educational Investment Pool<br />

(the “Educational Pool”). It is acknowledged that the Participant has requested that the Orange<br />

County Treasurer (the “County Treasurer”) establish an account within the Educational Pool for<br />

the deposit of amounts to the credit of such Participant’s Payment Account, such fund to be<br />

generally designated the “<strong>Irvine</strong> <strong>Unified</strong> <strong>School</strong> <strong>District</strong> Repayment Account.”<br />

Unless the Participant shall hereafter deliver written instruction to the Trustee to invest<br />

amounts on deposit in its Payment Account in a Permitted Investment other than the <strong>Irvine</strong><br />

<strong>Unified</strong> <strong>School</strong> <strong>District</strong> Repayment Account, the Trustee is hereby instructed to invest all<br />

amounts on deposit in such Payment Account on the last Business Day of each Repayment<br />

Month (or immediately upon the deposit with respect to such Repayment Month by the<br />

Participant) with the County Treasurer for deposit in the <strong>Irvine</strong> <strong>Unified</strong> <strong>School</strong> <strong>District</strong><br />

Repayment Account. The Trustee is hereby instructed to confirm the required deposits on the<br />

last Business Day of each Repayment Month with the County Treasurer and, as soon as practical<br />

(but in any event within five Business Days) notify the Participant and Moody’s Investors<br />

Service of any failure of the Participant to make such deposit. The Participant, to the extent it<br />

has any interest in <strong>Irvine</strong> <strong>Unified</strong> <strong>School</strong> <strong>District</strong> Repayment Account, hereby pledges, transfers,<br />

assigns and grants a lien on and a security interest in such fund to the Trustee for the benefit of<br />

the Owners.<br />

Capitalized terms used but not defined herein shall have the meanings set forth in the<br />

Purchase Agreement submitted by _________________, as further memorialized by this Pricing<br />

Confirmation, and the Trust Agreement dated as of _____ 1, 2010, by and among the Participant,<br />

U.S. Bank National Association, the Department, as Representative and the other <strong>District</strong>s<br />

named therein.<br />

OHS West:260886960.2 C-2<br />

Page 79

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