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

WHEREAS, the issuance of the Notes and the approval of the execution and
delivery of this Trust Agreement and the Note Participations have been in all respects duly and
validly authorized by the governing boards of the Districts pursuant to resolutions duly adopted
(collectively, the “Note Resolutions”); and
WHEREAS, the Note Participations and the form of assignment to be endorsed
thereon are to be substantially in the form set forth in Exhibit A, with necessary or appropriate
variations, omissions and insertions, as permitted or required hereby, and the text of such Note
Participation shown as appearing on the back of such Note Participation may be inserted on the
front thereof in place of the paragraph referring to such text; and
WHEREAS, the Trustee has accepted the trust created by this Trust Agreement
and in evidence thereof has joined in the execution hereof; and
WHEREAS, all acts, conditions and things required by law to exist, to have
happened and to have been performed precedent to and in connection with the execution and
entering into of this Trust Agreement and the delivery of the Note Participations do exist, have
happened and have been performed in regular and due time, form and manner as required by law,
and the parties hereto are now duly authorized to execute and enter into this Trust Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF
THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR
OTHER VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH
ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS
FOLLOWS:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, the terms
defined in this Section shall for all purposes hereof and of any amendment hereof or supplement
hereto and of the Note Participations and of any certificate, opinion, request or other document
mentioned herein or therein have the meanings defined herein, the following definitions to be
equally applicable to both the singular and plural forms of any of the terms defined herein:
“Authorized District Representative” means the President or Secretary of the
governing board of a District or Superintendent of a District or such other Authorized Officers of
a District designated in Section 4 of the respective District Note Resolution, the Superintendent
or Assistant Superintendent, Business Services of the Orange County Department of Education,
or his or her designee, or any other person at the time designated to act on behalf of such District
by written certificate furnished to the Trustee, containing the specimen signature of such person
and signed on behalf of such District by the President or the Secretary of the governing board of
a District or Superintendent of such District.
“Business Day” means any day except Saturday, Sunday or any day on which
banks located in the city in which the designated corporate trust office of the Trustee is located,
or in the City of Los Angeles, California are required or authorized to remain closed.
OHS West:260889233.1 2
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