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

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<strong>District</strong>s shall provide the Trustee written notice of the amount of such transfer prior to making<br />

of such transfer to the Trustee.<br />

ARTICLE IV<br />

TRUSTEE’S DUTIES REGARDING NOTES<br />

Section 4.01. Return of Paid Notes. Each Note, when paid in full shall be<br />

cancelled by the Trustee and returned to the Authorized <strong>District</strong> Representative of the Orange<br />

County Department of Education who shall forward the cancelled Note to the <strong>District</strong> that issued<br />

such Note.<br />

ARTICLE V<br />

NOTE PAYMENTS<br />

Section 5.01. Deposit of Notes. The Notes, as evidenced and represented by the<br />

Note Participations, are hereby irrevocably deposited with and pledged and transferred to the<br />

Trustee, who is the registered owner of each Note for the benefit of the Owners of the Note<br />

Participations and the payments on the Notes shall be used for the punctual payment of the<br />

interest and principal evidenced and represented by the Note Participations, and the Notes shall<br />

not be used for any other purpose while any of the Note Participations remain Outstanding. This<br />

deposit, transfer and pledge shall constitute a first and exclusive lien on the principal and interest<br />

payments of the Notes for the foregoing purpose in accordance with the terms hereof. The<br />

Trustee hereby accepts the deposit of the Notes.<br />

All principal and interest payments on the Notes shall be paid directly by the<br />

<strong>District</strong>s to the Trustee. All principal and interest payments on the Notes received by the Trustee<br />

shall be held in trust by the Trustee under the terms hereof and shall be deposited by it, as and<br />

when received, in the appropriate Payment Account within the Note Participation Payment Fund,<br />

which fund the Trustee hereby agrees to maintain so long as any Note Participations are<br />

Outstanding, and all money in such fund shall be held in trust by the Trustee for the benefit of<br />

the <strong>District</strong> submitting such money until deposited in the funds specified in Section 5.02,<br />

whereupon such money shall be held in trust in such funds by the Trustee for the benefit and<br />

security of the Owners to the extent provided herein, and invested by the Trustee in accordance<br />

with each <strong>District</strong>’s Pricing Confirmation and any subsequent written instruction to invest<br />

delivered in accordance with this Trust Agreement. Pursuant to each <strong>District</strong>’s Note Resolution,<br />

each <strong>District</strong> is required to deposit amounts with the Trustee in the months identified as such<br />

<strong>District</strong>’s Repayment Months (as defined in such <strong>District</strong>’s Note Resolution and indicated on the<br />

face of such <strong>District</strong>’s Note) until the amount on deposit in such <strong>District</strong>’s Payment Account is<br />

equal to the percentages of the principal and interest due on such <strong>District</strong>’s Note required in each<br />

Repayment Month as indicated on the face of such <strong>District</strong>’s Note. If any <strong>District</strong> fails to make<br />

the required deposits, the Trustee shall as soon as practical (but in any event within five Business<br />

Days) notify such <strong>District</strong> and Moody’s Investors Service of such failure. If the Trustee receives<br />

Note repayments from a <strong>District</strong> in excess of the amounts required to pay the principal of and<br />

interest due on such <strong>District</strong>’s Note on the Principal Payment Date, such excess amounts shall<br />

remain in the appropriate <strong>District</strong>’s Payment Account in the Note Participation Payment Fund<br />

OHS West:260889233.1 13<br />

Page 98

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