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I <br />Exhibit S -- Di•aft Documents <br />(a) A draft dated Febr°uary 21, 2006, of an Installment Financing Conriact <br />to be dated on or about April 1, 2006 (the "Financing Conri•act"), between the <br />County and Orange County Public Facilities Company (the "Company), providing <br />for° the advance of funds to the County for° the County's undertaking of the Pi°ojects. <br />(b) A draft dated February 21, 2006, of a Deed of Trust and Security <br />Agreement to be dated on or about April 1, 2006, from the County to a deed of <br />riust h°ustee for the Cornparry's benefit, providing for a security interest in the <br />proposed new Huddle school (and the associated land) to secure the County's <br />obligations under the Financing Contract. <br />(c) A draft dated Febr°uary 21, 2006, of a Tr°ust Agreement to be dated on <br />or about April 1, 2006, between the Company and a Trustee, providing for the <br />issuance of certificates of participation (the "Certificates") in the County's <br />financing obligations to generate funds for the advance to the County under the <br />Financing Contract. <br />(d) A draft dated February 21, 2006, of a Contract of Purchase to be dated <br />on or about Apr°il 13, 2006, providing for° the Underwriters' obligations to purchase <br />the Certificates. The Corrhact for Pur°chase includes a Letter of Representation to <br />be delivered by the County, <br />(e) A draft dated Febr°uary 21, 2006, of a Lease to be dated on or about <br />April 1, 2006, providing for the County to lease the new Huddle school and its <br />associated property back to the Orange County school board (the "School Board"). <br />(f) A draft dated February 21, 2006, of an Agency Agreement to be dated <br />on or about April 1, 2006, providing for the School Board to undertake and <br />complete the acquisition and consriuction of the new middle school as the County's <br />agent. <br />a <br />