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

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of the Trustee upon surrender of such temporary Note Participations, and until so exchanged<br />

such temporary Note Participations shall be entitled to the same benefit, protection and security<br />

hereunder as the definitive Note Participations executed and delivered hereunder. All temporary<br />

Note Participations surrendered pursuant to the provisions of this Section shall be cancelled by<br />

the Trustee and shall not be redelivered.<br />

Section 2.09. Note Participations Mutilated, Destroyed, Lost or Stolen. If<br />

any Note Participation shall become mutilated, the Trustee shall execute and deliver a new Note<br />

Participation of like tenor in exchange and substitution for the Note Participation so mutilated,<br />

but only upon surrender to the Trustee of the Note Participation so mutilated, and every<br />

mutilated Note Participation so surrendered to the Trustee shall be cancelled by it. If any Note<br />

Participation shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be<br />

submitted to the Trustee, and if such evidence is satisfactory to the Trustee and indemnity<br />

satisfactory to the Trustee shall be given, the Trustee shall execute and deliver a new Note<br />

Participation of like tenor and Principal Payment Date in lieu of and in substitution for the<br />

destroyed, lost or stolen Note Participation. The Trustee may require payment of a sum not<br />

exceeding the actual cost of preparing each new Note Participation executed and delivered by it<br />

under this Section and of the expenses which may be incurred by it under this Section. Any<br />

replacement Note Participation executed and delivered under the provisions of this Section in<br />

lieu of and in substitution for any mutilated, destroyed, lost or stolen Note Participation shall be<br />

equally and proportionately entitled to the benefit, protection and security hereof with all other<br />

Note Participations executed and delivered hereunder; and the Trustee shall not be required to<br />

treat both the original Note Participation and any replacement Note Participation as being<br />

Outstanding for the purpose of determining the principal amount of Note Participations which<br />

may be executed and delivered hereunder or for the purpose of determining any percentage of<br />

Note Participations Outstanding hereunder, but both the original and the replacement Note<br />

Participation shall be treated as one and the same. Notwithstanding any other provisions of this<br />

Section, rather than executing and delivering a new Note Participation for a mutilated, destroyed,<br />

lost or stolen Note Participation the Principal Payment Date of which has occurred or is about to<br />

occur, the Trustee may make payment of the principal evidenced and represented by such<br />

mutilated, destroyed, lost or stolen Note Participation directly to the Owner thereof under such<br />

regulations as the Trustee may prescribe.<br />

Section 2.10. Special Covenants as to Book-Entry Only System.<br />

(a) Except as otherwise provided in subsections (b) and (c) of this Section<br />

2.10, the Note Participations initially executed and delivered hereunder shall be registered in the<br />

name of Cede & Co., as nominee for The Depository Trust Company, New York, New York<br />

(“DTC”), or such other nominee as DTC may request. Payment of the principal and interest<br />

represented by each Note Participation registered in the name of Cede & Co. shall be made to the<br />

account, in the manner and at the address indicated in or pursuant to the Representation Letter<br />

delivered to DTC by the Trustee.<br />

(b) The Note Participations executed and delivered hereunder shall be in the<br />

form of a single fully registered certificate for each maturity within each Series. Upon initial<br />

execution of the Note Participations, the ownership of all such Note Participations shall be<br />

registered in the registration records maintained by the Trustee pursuant to Section 2.07 in the<br />

OHS West:260889233.1 9<br />

Page 94

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