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

(e) The Trustee is hereby authorized and requested to execute and deliver the
Representation Letter and, in connection with any successor nominee for DTC and any successor
depository, enter into comparable arrangements, and shall have the same rights with respect to its
actions thereunder as it has with respect to its actions under this Trust Agreement.
(f) In the event that any transfer or exchange of Note Participations is under
subsection (b) or (c) of this Section 2.10, such transfer or exchange shall be accomplished upon
receipt by the Trustee from the registered owner thereof of the Note Participations to be
transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all
in accordance with the applicable provisions of Section 2.06. In the event Note Participations
are executed and delivered to holders other than Cede & Co., its successor as nominee for DTC
as holder of all the Note Participations, another securities depository as holder of all the Note
Participations, or the nominee of such successor securities depository, the provisions of Sections
2.02, 2.03 and 2.06 shall also apply to, among other things, the registration, exchange and
transfer of the Note Participations and the method of payment of principal, and interest
represented by the Note Participations.
ARTICLE III
PROCEEDS OF NOTE PARTICIPATIONS
Section 3.01. Delivery of Note Participations. The Trustee is hereby authorized
to execute and deliver the Note Participations to or otherwise in care of the Purchaser upon
receipt of a written request of the Districts, the Notes and the proceeds of sale of the Note
Participations.
Section 3.02. Establishment of Funds and Deposit of Proceeds of Note
Participations. The Trustee hereby agrees to establish and maintain hereunder, in trust, the
Costs of Issuance Fund, the Proceeds Fund and the Proceeds Subaccounts therein, the Note
Participation Payment Fund and the Payment Accounts therein, one of which shall be established
for each District, the Interest Fund and the Principal Fund. The proceeds received from the sale
of the Note Participations are to be deposited in the following funds in the following amounts:
Costs of Issuance Fund
Proceeds Fund
$________
$___________
Section 3.03. Use of Money in the Costs of Issuance Fund and the Proceeds
Fund; Additional Deposits to Proceeds Fund.
(a) The moneys in the Costs of Issuance Fund shall be used and withdrawn by
the Trustee to pay the Costs of Issuance upon receipt of (i) a Request of the General Counsel to
the Districts, which shall be sequentially numbered, stating the person to whom payment is to be
made, the amount to be paid, the purpose for which the obligation was incurred and that such
payment is a proper charge against said fund and (ii) an original invoice or invoices or evidence
of payment of an invoice when such requisition is in reimbursement thereof. On ___________,
2010 or on such earlier date upon Request of the General Counsel, amounts, if any, remaining in
the Costs of Issuance Fund (and not required to pay identified Costs of Issuance (as identified in
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