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

“Purchase Agreement” means the Purchase Agreement, including as evidenced by
the Pricing Confirmations, executed and entered into as of ___________, 2010, by and between
[UNDERWRITER], as Purchaser and the Districts.
“Representation Letter” means the Letter of Representations delivered to DTC, or
any successor securities depository, concerning the Note Participations, in which the Trustee
makes certain representations with respect to issues of its securities for deposit by DTC or such
successor depository.
“Representative” means the Orange County Department of Education, as sponsor
of the Program.
“Series of Notes” means the respective tax and revenue anticipation notes in one
or more series issued under and in connection with the Program.
“Trust Agreement” means this Trust Agreement executed and entered into as of
________ 1, 2010, by and between the Trustee and the Districts, as originally executed and
entered into and as it may from time to time be amended or supplemented in accordance
herewith.
“Trustee” means U.S. Bank National Association, a national banking association
duly organized and existing under and by virtue of the laws of the United States of America, at
its principal corporate trust office in Los Angeles, California, or any other bank or trust company
at its principal corporate trust office which may at any time be substituted in its place as Trustee
as provided in Section 8.02.
Section 1.02. Equal Security. In consideration of the acceptance of the Note
Participations by the Owners, this Trust Agreement shall be deemed to be and shall constitute a
contract among the Trustee, the Districts and the Owners to secure the full and final payment of
the interest and principal evidenced and represented by the Note Participations subject to the
agreements, conditions, covenants and terms contained herein; and all agreements, conditions,
covenants and terms contained herein required to be observed or performed by or on behalf of
the Trustee shall be for the equal and proportionate benefit, protection and security of all Owners
without distinction, preference or priority as to benefit, protection or security of any Note
Participations over any other Note Participations by reason of the number or date thereof or the
time of execution or delivery thereof or otherwise for any cause whatsoever.
ARTICLE II
CONDITIONS AND TERMS OF NOTE PARTICIPATIONS
Section 2.01. Preparation of Note Participations. The Trustee is hereby
authorized and directed to execute the Note Participations in the aggregate principal amount of
_______________________________ Dollars ($[PAR AMOUNT]) evidencing and representing
the aggregate principal amount of the Notes and each evidencing and representing a
proportionate, undivided interest in the Notes. The Note Participations shall be initially
delivered in the form of one Note Participation and shall be registered in the name of “Cede &
Co.,” as nominee of The Depository Trust Company. The Districts hereby authorize the Trustee
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