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

to execute the Note Participations and to deliver the Note Participations through the FAST
System with The Depository Trust Company.
Each District participating in the Program is the issuer of its Note which, when
combined with the Notes of other Districts participating in the Program and the same Series,
shall be evidenced by the Note Participations which evidence and represent a proportionate and
undivided interest in the Note of each District, such that each District participating in the
Program is severally, and not jointly, liable on each such Note Participation in the proportion that
the face amount of such District’s Note bears to the total aggregate face amount of the Notes
issued by all Districts participating in the Program and the same Series. Each District
participating in the Program has, pursuant to its Note Resolution, authorized and directed the
Trustee on behalf of that District to prepare and execute the Note Participations which evidence
and represent proportionate and undivided interests in its Note and the Notes issued by other
Districts participating in the Program and the same Series and to deliver such Note Participations
to or otherwise in care of the Purchaser upon payment of the purchase price thereof, pursuant to
the terms of this Trust Agreement.
Section 2.02. Denominations, Medium, Method and Place of Payment and
Dating of Note Participations. The Note Participations shall be executed in the form of fully
registered Note Participations in denominations of five thousand dollars ($5,000) or any integral
multiple thereof. The interest and principal evidenced and represented by the Note Participations
shall be payable in lawful money of the United States of America. The Trustee may treat the
Owner of any Note Participation as the absolute owner of such Note Participation for all
purposes, whether or not such Note Participation shall be overdue, and the Trustee shall not be
affected by any knowledge or notice to the contrary; and payment of the interest and principal
evidenced and represented by such Note Participation shall be made only to such Owner as
above provided, which payments shall be valid and effectual to satisfy and discharge the liability
evidenced and represented by such Note Participation to the extent of the sum or sums so paid.
All Note Participations paid pursuant to the provisions of this Section shall be cancelled and
destroyed by the Trustee and shall not be redelivered and a certificate of destruction shall be
delivered to DTC or successor securities depository.
The Note Participations shall be dated the date of initial execution and delivery
thereof and shall evidence and represent principal of the Notes and interest accrued thereon from
the date of initial execution of the Notes and execution and delivery of the Note Participations
hereunder.
Section 2.03. Payment Dates of Note Participations. The Note Participations
shall have the Principal Payment Date of ___________, 2011 and shall evidence and represent
proportionate, undivided interests in the aggregate principal of the Notes in the amount of $[PAR
AMOUNT], with interest thereon at the rate of ____% per annum.
The interest evidenced and represented by the Note Participations shall become
due and payable on the Interest Payment Date, and shall be in sum the interest payments
becoming due and payable on the Notes on the Interest Payment Date. The interest payable on
the Notes and evidenced and represented by the Note Participations shall be computed on the
basis of a 360-day year of twelve 30-day months.
OHS West:260889233.1 7
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